Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"): (1) 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); or (2) 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; (b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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; (c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office; (d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and (f) in the case of a Cooperative Loan, the originals of the following documents or instruments: (1) The Coop Shares, together with a stock power in blank; (2) The executed Security Agreement; (3) The executed Proprietary Lease; (4) The executed Recognition Agreement; (5) 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 (6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 22 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 19 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "“Mortgage Files"”):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or, in lieu thereof, an Alternative Title Product; and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Seller's ’s interest in the Coop Shares and the Proprietary Lease; and
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender’s title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's ’s title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's ’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's ’s title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's ’s title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 14 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Aa3), Mortgage Loan Purchase Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa7), Mortgage Loan Purchase Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa5)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or, in lieu thereof, an Alternative Title Product; and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender's title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 12 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 10 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or, in lieu thereof, an Alternative Title Product, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender's title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original recorded Mortgage, noting the presence of the MIN of the Mortgage Loans 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 recordedSeller as being a true and complete copy of the Mortgage;
(c) in the case of a Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage Mortgage, or a copy of such assignment certified by the Seller as being a true and complete copy of the assignment, in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments assignments, or copies of such mortgage interim assignments certified by the Seller as being true and complete copies of the interim assignments, of such Mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy, or a copy of such title policy certified by the Seller as being a true and complete copy of the title policy (including all riders thereto) ), with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or in lieu thereof, an Alternative Title Product or a copy of such Alternative Title Product certified by the Seller as being a true and complete copy of the Alternative Title Product; and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender's title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "“Mortgage Files"”):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Seller's ’s interest in the Coop Shares and the Proprietary Lease; and
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's ’s title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's ’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's ’s title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's ’s title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will The Depositor shall deliver or cause to be delivered to the Trustee or Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the Custodian on its behalf within thirty (30) days following extent made available to the Closing Date) Depositor, the following documents or instruments with respect to for each Mortgage Loan so assigned (collectivelylisted on such Mortgage Loan Schedule, to be held by the "Mortgage Files"):Custodian for the benefit of the Trustee:
(1a) the With respect to any Mortgage Loan that is not a Co-op Loan:
(i) The original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Note, bearing all intervening endorsements, endorsed, “Pay to the order of ________________, without recourse," ” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with all intervening endorsements showing a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the endorsement must be by the Originator, as the case may be, “[Originator], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not an Originator, the endorsement on the Mortgage Note must also reflect a complete chain of endorsement from the originator title to the Person endorsing the Mortgage Note applicable Originator.
(each such endorsement being sufficient to transfer all rightii) The original Mortgage, title and interest or a copy of the party so endorsingMortgage, as noteholder or assignee thereofwith evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, in and to that Mortgage Note); or
(2) with respect to any Lost Mortgage Note, a lost note affidavit from the Seller stating that if the original Mortgage Note was lost or destroyedhas not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of the Originator, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such Mortgage Note;officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located.
(biii) except as provided below and for In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by the Originator, as the case may be, “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator,, formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not an Originator, executed assignments of mortgage with respect to each originator and prior owner must be delivered.
(iv) The original policy of title insurance, or a copy of such Mortgage certified by the Seller as being a true and complete copy of such policy, or an uncertified copy of such policy or, if the Mortgagepolicy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company.
(v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon.
(vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by Sterling Savings Bank, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement.
(vii) Originals or copies of each MERS power of attorney, surety agreement and guaranty agreement.
(viii) With respect to each Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution any security agreement, if any;
(e) either the original chattel mortgage or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise equivalent document executed in connection with the rating of the CertificatesMortgage, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with if any.
(b) With respect to the Mortgaged Property, and
(f) in the case of a Cooperative each Co-op Loan, the originals of the following documents or instruments:
(1i) The Coop Shares, the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements ;
(ii) the original security agreement;
(iii) the original proprietary lease and an original assignment of the proprietary lease in blank;
(iv) the original recognition agreement;
(v) the original stock certificate representing the Co-op Shares and original stock power in blank;
(2vi) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed the original 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 Leasefiling; and
(6vii) Executed the original UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee assignment in blank. If with respect to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that there is a not a MERS Mortgage Loan complete chain of endorsements, the Seller cannot deliver (i) Custodian shall so state in the original recorded Mortgage Exception Report. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from in time to permit their delivery hereunder at the applicable public recording officetime required, in lieu of delivering such original documents, the Seller Depositor shall promptly deliver or shall cause to be delivered to the Trustee or the Custodian on its behalf 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 thereofthereof certified as a true, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgage. In additionwhich has been transmitted for recordation, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered if available to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Datewhen they are received. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the The Custodian on its behalf hereby acknowledges that the Mortgage File as required pursuant and any other documents, instruments or papers relating to this Section 3.1 for each Delay Delivery a Mortgage Loan now or hereafter deposited with the Custodian (iiand not released in accordance with this Custodial Agreement) (A) substitute or cause to will be substituted a Substitute Mortgage Loan for held by the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased Custodian as the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery duly appointed agent of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverTrustee.
Appears in 4 contracts
Samples: Custodial Agreement (Sequoia Mortgage Trust 2013-4), Custodial Agreement (Sequoia Mortgage Trust 2013-4), Custodial Agreement (Sequoia Mortgage Trust 2013-3)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will The Depositor shall deliver or cause to be delivered to the Trustee or Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the Custodian on its behalf within thirty (30) days following extent made available to the Closing Date) Depositor, the following documents or instruments with respect to for each Mortgage Loan so assigned (collectivelylisted on such Mortgage Loan Schedule, to be held by the "Mortgage Files"):Custodian for the benefit of the Trustee:
(1a) the With respect to any Mortgage Loan that is not a Co-op Loan:
(i) The original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Note, bearing all intervening endorsements, endorsed, “Pay to the order of ________________, without recourse," ” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with all intervening endorsements showing a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the endorsement must be by the Originator, as the case may be, “[Originator], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not an Originator, the endorsement on the Mortgage Note must also reflect a complete chain of endorsement from the originator title to the Person endorsing the Mortgage Note applicable Originator.
(each such endorsement being sufficient to transfer all rightii) The original Mortgage, title and interest or a copy of the party so endorsingMortgage, as noteholder or assignee thereofwith evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, in and to that Mortgage Note); or
(2) with respect to any Lost Mortgage Note, a lost note affidavit from the Seller stating that if the original Mortgage Note was lost or destroyedhas not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of the Originator, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such Mortgage Note;officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located.
(biii) except as provided below and for In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded assignment of the Mortgage or from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a copy of such Mortgage certified merger, the assignment must be by the Seller Originator, as being a true and complete copy the case may be, “[Originator], successor by merger to [name of the Mortgage, predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator,, formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not an Originator, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each PHH Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN assignment of the Mortgage Loans from MERS, prepared in blank, which assignment shall be in form and either language indicating that substance acceptable for recording.
(iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company.
(v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of 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.
(vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or Sterling Savings Bank, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement.
(vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement.
(viii) With respect to a Mortgage Loan originated by any Originator other than PHH, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any.
(b) With respect to each Co-op Loan:
(i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(c) a duly executed assignment guaranty of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreementCo-op Loan, if any;
(eii) either the original or duplicate security agreement;
(iii) the original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, proprietary lease and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating an original assignment of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, andproprietary lease in blank;
(fiv) in the case of a Cooperative Loan, the originals of the following documents or instruments:original recognition agreement;
(1v) The Coop Shares, together with a the original stock certificate representing the Co-op Shares and original stock power in blank;
(2vi) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed the original 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 Leasefiling; and
(6vii) Executed the original UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee assignment in blank. If with respect to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that there is a not a MERS Mortgage Loan complete chain of endorsements, the Seller cannot deliver (i) Custodian shall so state in the original recorded Mortgage Exception Report. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from in time to permit their delivery hereunder at the applicable public recording officetime required, in lieu of delivering such original documents, the Seller Depositor shall promptly deliver or shall cause to be delivered to the Trustee or the Custodian on its behalf 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 thereofthereof certified as a true, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgage. In additionwhich has been transmitted for recordation, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered if available to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Datewhen they are received. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the The Custodian on its behalf hereby acknowledges that the Mortgage File as required pursuant and any other documents, instruments or papers relating to this Section 3.1 for each Delay Delivery a Mortgage Loan now or hereafter deposited with the Custodian (iiand not released in accordance with this Custodial Agreement) (A) substitute or cause to will be substituted a Substitute Mortgage Loan for held by the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased Custodian as the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery duly appointed agent of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverTrustee.
Appears in 4 contracts
Samples: Custodial Agreement, Custodial Agreement (Sequoia Mortgage Trust 2013-2), Custodial Agreement (Sequoia Mortgage Trust 2013-2)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on its behalf 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, Custodian) by the relevant recording officedate specified in its previous Company Officer's Certificate delivered to the Trustee, but in no event the Company shall any such delivery of deliver to the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered Trustee by such date each Mortgage and each such interim assignment an additional Company Officer's Certificate stating a revised date by reason of which the fact that any such documents Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have not been returned received 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan Company and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee (or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders theretoCustodian), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-S2), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Cert Series 2002-S8), Pooling and Servicing Agreement (Washington Mutual MSC Mort Pa THR Cert Series 2003-Ms2)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original recorded Mortgage, noting the presence of the MIN of the Mortgage Loans 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 recordedSeller as being a true and complete copy of the Mortgage;
(c) in the case of a Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage Mortgage, or a copy of such assignment certified by the Seller as being a true and complete copy of the assignment, in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments assignments, or copies of such mortgage interim assignments certified by the Seller as being true and complete copies of the interim assignments, of such Mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy, or a copy of such title policy certified by the Seller as being a true and complete copy of the title policy (including all riders thereto) ), with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or in lieu thereof, an Alternative Title Product or a copy of such Alternative Title Product certified by the Seller as being a true and complete copy of the Alternative Title Product; and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 1.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Seller, in lieu of delivering the above documents to the Trustee or the Custodian on its behalf, will deposit in the Certificate Account the portion of such payment that is required to be deposited in the Certificate Account pursuant to Section 3.8 of the Pooling and Servicing Agreement. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 2.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 3.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.13.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 2.2 of the Pooling and Servicing Agreement or in Section 3.1 hereof 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 or cause to be cured such failure to deliver. At the end of such thirty-day period, the Trustee or the Custodian on its behalf shall send a Delay Delivery Certification for the Delay Delivery Mortgage Loans delivered during such thirty-day period in accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 1.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will The Depositor shall deliver or cause to be delivered to the Trustee or Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the Custodian on its behalf within thirty (30) days following extent made available to the Closing Date) Depositor, the following documents or instruments with respect to for each Mortgage Loan so assigned (collectivelylisted on such Mortgage Loan Schedule, to be held by the "Mortgage Files"):Custodian for the benefit of the Trustee:
(1a) the With respect to any Mortgage Loan that is not a Co-op Loan:
(i) The original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Note, bearing all intervening endorsements, endorsed, “Pay to the order of ________________, without recourse," ” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with all intervening endorsements showing a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the endorsement must be by the Originator, as the case may be, “[Originator], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not an Originator, the endorsement on the Mortgage Note must also reflect a complete chain of endorsement from the originator title to the Person endorsing the Mortgage Note applicable Originator.
(each such endorsement being sufficient to transfer all rightii) The original Mortgage, title and interest or a copy of the party so endorsingMortgage, as noteholder or assignee thereofwith evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, in and to that Mortgage Note); or
(2) with respect to any Lost Mortgage Note, a lost note affidavit from the Seller stating that if the original Mortgage Note was lost or destroyedhas not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of the Originator, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such Mortgage Note;officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located.
(biii) except as provided below and for In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by the Originator, as the case may be, “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator,, formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not an Originator, executed assignments of mortgage with respect to each originator and prior owner must be delivered.
(iv) The original policy of title insurance, or a copy of such Mortgage certified by the Seller as being a true and complete copy of such policy, or an uncertified copy of such policy or, if the Mortgagepolicy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company.
(v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon.
(vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by Sterling Savings Bank, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement.
(vii) Originals or copies of each MERS power of attorney, surety agreement and guaranty agreement.
(viii) With respect to each Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution any security agreement, if any;
(e) either the original chattel mortgage or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise equivalent document executed in connection with the rating of the CertificatesMortgage, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with if any.
(b) With respect to the Mortgaged Property, and
(f) in the case of a Cooperative each Co-op Loan, the originals of the following documents or instruments:
(1i) The Coop Shares, the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements;
(ii) the original security agreement;
(iii) the original proprietary lease and an original assignment of the proprietary lease in blank;
(iv) the original recognition agreement;
(v) the original stock certificate representing the Co-op Shares and original stock power in blank;
(2vi) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed the original 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 Leasefiling; and
(6vii) Executed the original UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee assignment in blank. If with respect to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that there is a not a MERS Mortgage Loan complete chain of endorsements, the Seller cannot deliver (i) Custodian shall so state in the original recorded Mortgage Exception Report. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from in time to permit their delivery hereunder at the applicable public recording officetime required, in lieu of delivering such original documents, the Seller Depositor shall promptly deliver or shall cause to be delivered to the Trustee or the Custodian on its behalf 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 thereofthereof certified as a true, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgage. In additionwhich has been transmitted for recordation, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered if available to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Datewhen they are received. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the The Custodian on its behalf hereby acknowledges that the Mortgage File as required pursuant and any other documents, instruments or papers relating to this Section 3.1 for each Delay Delivery a Mortgage Loan now or hereafter deposited with the Custodian (iiand not released in accordance with this Custodial Agreement) (A) substitute or cause to will be substituted a Substitute Mortgage Loan for held by the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased Custodian as the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery duly appointed agent of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverTrustee.
Appears in 2 contracts
Samples: Custodial Agreement (Sequoia Mortgage Trust 2013-8), Custodial Agreement (Sequoia Mortgage Trust 2013-8)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will The Depositor shall deliver or cause to be delivered to the Trustee or Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the Custodian on its behalf within thirty (30) days following extent made available to the Closing Date) Depositor, the following documents or instruments with respect to for each Mortgage Loan so assigned (collectivelylisted on such Mortgage Loan Schedule, to be held by the "Mortgage Files"):Custodian for the benefit of the Trustee:
(1a) the With respect to any Mortgage Loan that is not a Co-op Loan:
(i) The original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Note, bearing all intervening endorsements, endorsed, “Pay to the order of ________________, without recourse," with all intervening endorsements showing ” and signed in the name of the applicable Originator, by an authorized officer. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the endorsement must be by the Originator, as the case may be, “[Originator], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not an Originator, the endorsement on the Mortgage Note must also reflect a complete chain of endorsement from the originator title to the Person endorsing the Mortgage Note applicable Originator.
(each such endorsement being sufficient to transfer all rightii) The original Mortgage, title and interest or a copy of the party so endorsingMortgage, as noteholder or assignee thereofwith evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, in and to that Mortgage Note); or
(2) with respect to any Lost Mortgage Note, a lost note affidavit from the Seller stating that if the original Mortgage Note was lost or destroyedhas not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of the Originator, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such Mortgage Note;officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located.
(biii) except as provided below and for In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by the Originator, as the case may be, “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator,, formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not an Originator, executed assignments of mortgage with respect to each originator and prior owner must be delivered.
(iv) The original policy of title insurance, or a copy of such Mortgage certified by the Seller as being a true and complete copy of such policy, or an uncertified copy of such policy or, if the Mortgagepolicy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company.
(v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon.
(vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by Sterling Savings Bank, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement.
(vii) Originals or copies of each MERS power of attorney, surety agreement and guaranty agreement.
(viii) With respect to each Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution any security agreement, if any;
(e) either the original chattel mortgage or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise equivalent document executed in connection with the rating of the CertificatesMortgage, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with if any.
(b) With respect to the Mortgaged Property, and
(f) in the case of a Cooperative each Co-op Loan, the originals of the following documents or instruments:
(1i) The Coop Shares, the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements ;
(ii) the original security agreement;
(iii) the original proprietary lease and an original assignment of the proprietary lease in blank;
(iv) the original recognition agreement;
(v) the original stock certificate representing the Co-op Shares and original stock power in blank;
(2vi) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed the original 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 Leasefiling; and
(6vii) Executed the original UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee assignment in blank. If with respect to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that there is a not a MERS Mortgage Loan complete chain of endorsements, the Seller cannot deliver (i) Custodian shall so state in the original recorded Mortgage Exception Report. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from in time to permit their delivery hereunder at the applicable public recording officetime required, in lieu of delivering such original documents, the Seller Depositor shall promptly deliver or shall cause to be delivered to the Trustee or the Custodian on its behalf 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 thereofthereof certified as a true, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgage. In additionwhich has been transmitted for recordation, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered if available to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Datewhen they are received. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the The Custodian on its behalf hereby acknowledges that the Mortgage File as required pursuant and any other documents, instruments or papers relating to this Section 3.1 for each Delay Delivery a Mortgage Loan now or hereafter deposited with the Custodian (iiand not released in accordance with this Custodial Agreement) (A) substitute or cause to will be substituted a Substitute Mortgage Loan for held by the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased Custodian as the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery duly appointed agent of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverTrustee.
Appears in 2 contracts
Samples: Custodial Agreement (Sequoia Mortgage Trust 2013-6), Custodial Agreement (Sequoia Mortgage Trust 2013-6)
Delivery of Mortgage Files. In connection with To the transfer and assignment set forth in Section 2.1 aboveextent not previously delivered to the Depositor or a designee of the Depositor, the Seller has delivered or caused shall, not later than [two] Business Days prior to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) , at the following documents or instruments with respect to each Mortgage Loan so assigned (collectivelydirection of the Depositor, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay deliver to the order of ________________Custodian, 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other loan documents required to be included in the Mortgage File pursuant to Section [2.01(b)] of the [Transfer] [Pooling] and Servicing Agreement (the “Mortgage Loan Documents”). The Mortgage Note for each such Mortgage Loan shall be endorsed in blank or as otherwise directed by the Depositor, and the Mortgage for each such Mortgage Loan shall name the Depositor, the Custodian or such other party as designated by the Depositor as mortgagee or beneficiary, as appropriate, or be assigned in blank or as otherwise directed by the Depositor. Prior to the transfer and sale of any Mortgage Loans, the Mortgage Loan Documents delivered to the Custodian shall be held by the Custodian for the benefit of the Seller and the possession by the Custodian of such Mortgage Loan Documents will be at the will of the Seller and will be in a custodial capacity only. Following the transfer and sale of any Mortgage Loans from the Seller to the Trustee. In the event that the original Mortgage is not delivered and Depositor in connection accordance with the payment in full terms and upon satisfaction of the related Mortgage Loan and the public recording office requires the presentation conditions 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days the Custodian will hold all Mortgage Loan Documents delivered to it hereunder for the benefit of the Depositor, as its agent and bailee. The Custodian will act as a custodian for the receipt and custody of all Mortgage Files and, after the Closing Datetransfer of any Mortgage Loans from the Depositor to the [Issuer] [Trustee], the Seller shall either (i) deliver or cause to be Custodian will hold all Mortgage Loan Documents delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan it hereunder for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery benefit of the Mortgage File [Issuer and on behalf of the Noteholders] [Trustee for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverbenefit of the Certificateholders].
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (TBALT Corp.), Mortgage Loan Purchase Agreement (HMB Acceptance Corp.)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or, in lieu thereof, an Alternative Title Product; and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc), Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will The Depositor shall deliver or cause to be delivered to the Trustee or Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the Custodian on its behalf within thirty (30) days following extent made available to the Closing Date) Depositor, the following documents or instruments with respect to for each Mortgage Loan so assigned (collectivelylisted on such Mortgage Loan Schedule, to be held by the "Mortgage Files"):Custodian for the benefit of the Trustee:
(1a) the With respect to any Mortgage Loan that is not a Co-op Loan:
(i) The original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "endorsed, “Pay to the order of ________________, without recourse," with all intervening endorsements showing a complete chain ” and signed in the name of endorsement from CitiMortgage, Inc., by an authorized officer. In the originator to the Person endorsing event that the Mortgage Note Loan was acquired by CitiMortgage, Inc., in a merger, the endorsement must be by “CitiMortgage, Inc., successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by CitiMortgage, Inc., while doing business under another name, the endorsement must be by “CitiMortgage, Inc., formerly known as [previous name]”.
(each such endorsement being sufficient to transfer all rightii) The original Mortgage, title and interest or a copy of the party so endorsingMortgage with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, as noteholder or assignee thereofor, in and to that Mortgage Note); or
(2) with respect to any Lost Mortgage Note, a lost note affidavit from the Seller stating that if the original Mortgage Note was lost or destroyedhas not yet been returned from the recording office, an electronic copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of CitiMortgage, Inc., certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such Mortgage Note;officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property.
(biii) except as provided below and for In the case of 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN assignment of the Mortgage Loans from CitiMortgage, Inc., prepared in blank, which assignment shall be in form and either language indicating substance acceptable for recording. In the event that the Mortgage Loan is was acquired by CitiMortgage, Inc., in a MOM Loan if merger, the Mortgage Loan is a MOM Loan or if assignment must be by “CitiMortgage, Inc., successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was not a MOM Loan at originationacquired or originated by CitiMortgage, Inc., while doing business under another name, the assignment must be by “CitiMortgage, Inc., formerly known as [previous name]”.
(iv) The original Mortgage and policy of title insurance, or, if the assignment thereof to MERS, with evidence of recording indicated thereon, or a policy has not yet been issued an electronic copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance company, dated and certified as of the date the Mortgage Loan was funded, with a statement by the title insurance company or escrow company closing attorney on such binder or commitment that the priority of the lien of the related Mortgage during the period between the date of the funding of the related Mortgage Loan and the date of the related title policy (which title policy shall be dated the date of recording of the related Mortgage) is insured.
(v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon, or, if the original intervening assignment has not yet been returned from the recording office, a certified copy of such assignment.
(vi) Originals or copies of all assumption and modification agreements, if any.
(vii) Original or copy of power of attorney, if applicable.
(b) With respect to the Mortgaged Property, and
(f) in the case of a Cooperative each Co-op Loan, the originals of the following documents or instruments:
(1i) The Coop Shares, the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements;
(ii) the original security agreement;
(iii) the original proprietary lease and an original assignment of the proprietary lease in blank;
(iv) the original recognition agreement;
(v) the original stock certificate representing the Co-op Shares and original stock power in blank;
(2vi) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed the original 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 Leasefiling; and
(6vii) Executed the original UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee assignment in blank. If with respect to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that there is a not a MERS Mortgage Loan complete chain of endorsements, the Seller cannot deliver (i) Custodian shall so state in the original recorded Mortgage Exception Report. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from in time to permit their delivery hereunder at the applicable public recording officetime required, in lieu of delivering such original documents, the Seller Depositor shall promptly deliver or shall cause to be delivered to the Trustee or the Custodian on its behalf 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 thereofthereof certified as a true, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgage. In additionwhich has been transmitted for recordation, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered if available to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Datewhen they are received. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the The Custodian on its behalf hereby acknowledges that the Mortgage File as required pursuant and any other documents, instruments or papers relating to this Section 3.1 for each Delay Delivery a Mortgage Loan now or hereafter deposited with the Custodian (iiand not released in accordance with this Custodial Agreement) (A) substitute or cause to will be substituted a Substitute Mortgage Loan for held by the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased Custodian as the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery duly appointed agent of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverTrustee.
Appears in 2 contracts
Samples: Custodial Agreement (Sequoia Mortgage Trust 2010-H1), Custodial Agreement (Sequoia Mortgage Trust 2010-H1)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will The Depositor shall deliver or cause to be delivered to the Trustee or Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the Custodian on its behalf within thirty (30) days following extent made available to the Closing Date) Depositor, the following documents or instruments with respect to for each Mortgage Loan so assigned (collectivelylisted on such Mortgage Loan Schedule, to be held by the "Mortgage Files"):Custodian for the benefit of the Trustee:
(1a) the With respect to any Mortgage Loan that is not a Co-op Loan:
(i) The original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Note, bearing all intervening endorsements, endorsed, “Pay to the order of ________________, without recourse," ” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with all intervening endorsements showing a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the endorsement must be by the Originator, as the case may be, “[Originator], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not an Originator, the endorsement on the Mortgage Note must also reflect a complete chain of endorsement from the originator title to the Person endorsing the Mortgage Note applicable Originator.
(each such endorsement being sufficient to transfer all rightii) The original Mortgage, title and interest or a copy of the party so endorsingMortgage, as noteholder or assignee thereofwith evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, in and to that Mortgage Note); or
(2) with respect to any Lost Mortgage Note, a lost note affidavit from the Seller stating that if the original Mortgage Note was lost or destroyedhas not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of the Originator, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such Mortgage Note;officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located.
(biii) except as provided below and for In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded assignment of the Mortgage or from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a copy of such Mortgage certified merger, the assignment must be by the Seller Originator, as being a true and complete copy the case may be, “[Originator], successor by merger to [name of the Mortgage, predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator,, formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not an Originator, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each PHH Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN assignment of the Mortgage Loans from MERS, prepared in blank, which assignment shall be in form and either language indicating that substance acceptable for recording.
(iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company.
(v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of 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.
(vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or Sterling Savings Bank, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement.
(vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement.
(viii) With respect to each Mortgage Loan originated by any Originator other than PHH, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any.
(b) With respect to each Co-op Loan:
(i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(c) a duly executed assignment guaranty of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreementCo-op Loan, if any;
(eii) either the original or duplicate security agreement;
(iii) the original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, proprietary lease and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating an original assignment of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, andproprietary lease in blank;
(fiv) in the case of a Cooperative Loan, the originals of the following documents or instruments:original recognition agreement;
(1v) The Coop Shares, together with a the original stock certificate representing the Co-op Shares and original stock power in blank;
(2vi) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed the original 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 Leasefiling; and
(6vii) Executed the original UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee assignment in blank. If with respect to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that there is a not a MERS Mortgage Loan complete chain of endorsements, the Seller cannot deliver (i) Custodian shall so state in the original recorded Mortgage Exception Report. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from in time to permit their delivery hereunder at the applicable public recording officetime required, in lieu of delivering such original documents, the Seller Depositor shall promptly deliver or shall cause to be delivered to the Trustee or the Custodian on its behalf 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 thereofthereof certified as a true, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgage. In additionwhich has been transmitted for recordation, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered if available to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Datewhen they are received. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the The Custodian on its behalf hereby acknowledges that the Mortgage File as required pursuant and any other documents, instruments or papers relating to this Section 3.1 for each Delay Delivery a Mortgage Loan now or hereafter deposited with the Custodian (iiand not released in accordance with this Custodial Agreement) (A) substitute or cause to will be substituted a Substitute Mortgage Loan for held by the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased Custodian as the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery duly appointed agent of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverTrustee.
Appears in 2 contracts
Samples: Custodial Agreement (Sequoia Mortgage Trust 2013-7), Custodial Agreement (Sequoia Mortgage Trust 2013-7)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will The Depositor shall deliver or cause to be delivered to the Trustee or Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the Custodian on its behalf within thirty (30) days following extent made available to the Closing Date) Depositor, the following documents or instruments with respect to for each Mortgage Loan so assigned (collectivelylisted on such Mortgage Loan Schedule, to be held by the "Mortgage Files"):Custodian for the benefit of the Trustee:
(1a) the With respect to any Mortgage Loan that is not a Co-op Loan:
(i) The original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Note, bearing all intervening endorsements, endorsed, “Pay to the order of ________________, without recourse," with all intervening endorsements showing ” and signed in the name of FRB or PHH, as applicable, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a lost note affidavit. In the event that the Mortgage Loan was acquired by FRB or PHH in a merger, the endorsement must be by FRB or PHH, as the case may be, as “[FRB/PHH], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by FRB or PHH while doing business under another name, the endorsement must be by FRB or PHH, as the case may be, “[FRB/PHH], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not FRB or PHH, the endorsement on the Mortgage Note must also reflect a complete chain of endorsement from the originator title to the Person endorsing the Mortgage Note FRB or PHH, as applicable.
(each such endorsement being sufficient to transfer all rightii) The original Mortgage, title and interest or a copy of the party so endorsingMortgage, as noteholder or assignee thereofwith evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, in and to that Mortgage Note); or
(2) with respect to any Lost Mortgage Note, a lost note affidavit from the Seller stating that if the original Mortgage Note was lost or destroyedhas not yet been returned from the recording office, an electronic copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of FRB or PHH, as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such Mortgage Note;officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property.
(biii) except as provided below and for In the case of 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 assignment of the MortgageMortgage from FRB or PHH, as the case may be, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by FRB or PHH in a merger, the assignment must be by FRB or PHH, as the case may be, “[FRB/PHH], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by FRB or PHH while doing business under another name, the assignment must be by FRB or PHH , as the case may be, “[FRB, PHH], formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not FRB or PHH, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN assignment of the Mortgage Loans from MERS, prepared in blank, which assignment shall be in a form and either language indicating that substance acceptable for recording.
(iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company.
(v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of 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.
(vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan serviced by PHH, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement.
(vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement.
(viii) With respect to a Mortgage Loan serviced by FRB, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any.
(b) With respect to each Co-op Loan:
(i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan serviced by PHH, the original or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(c) a duly executed assignment guaranty of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreementCo-op Loan, if any;
(eii) either the original or duplicate security agreement;
(iii) the original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, proprietary lease and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating an original assignment of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, andproprietary lease in blank;
(fiv) in the case of a Cooperative Loan, the originals of the following documents or instruments:original recognition agreement;
(1v) The Coop Shares, together with a the original stock certificate representing the Co-op Shares and original stock power in blank;
(2vi) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed the original 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 Leasefiling; and
(6vii) Executed the original UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee assignment in blank. If with respect to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that there is a not a MERS Mortgage Loan complete chain of endorsements, the Seller cannot deliver (i) Custodian shall so state in the original recorded Mortgage Exception Report. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from in time to permit their delivery hereunder at the applicable public recording officetime required, in lieu of delivering such original documents, the Seller Depositor shall promptly deliver or shall cause to be delivered to the Trustee or the Custodian on its behalf 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 thereofthereof certified as a true, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgage. In additionwhich has been transmitted for recordation, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered if available to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Datewhen they are received. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the The Custodian on its behalf hereby acknowledges that the Mortgage File as required pursuant and any other documents, instruments or papers relating to this Section 3.1 for each Delay Delivery a Mortgage Loan now or hereafter deposited with the Custodian (iiand not released in accordance with this Custodial Agreement) (A) substitute or cause to will be substituted a Substitute Mortgage Loan for held by the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased Custodian as the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery duly appointed agent of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverTrustee.
Appears in 2 contracts
Samples: Custodial Agreement (Sequoia Mortgage Trust 2011-1), Custodial Agreement (Sequoia Mortgage Trust 2011-1)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS10 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Thru Cert Ser 2002-Ms10)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS6 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Through Cert Ser 2002-Ms6)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR11 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar11)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the 76 Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Citibank, N.A., as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2003-S11 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Ser 2003-S11)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and related documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2004-AR3 Trust, without recourse" by including in the MERS® System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS® System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS® System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates Series 2004 Ar-3)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on its behalf 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, Custodian) by the relevant recording officedate specified in its previous Company Officer's Certificate delivered to the Trustee, but in no event the Company shall any such delivery of deliver to the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered Trustee by such date each Mortgage and each such interim assignment an additional Company Officer's Certificate stating a revised date by reason of which the fact that any such documents Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have not been returned received 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan Company and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee (or the Custodian on its behalf Custodian). For Mortgage Loans for which the Company has received a copy Payoff after the Cut-Off Date and prior to the date of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officehereof, the Seller shall promptly deliver or cause to be delivered Company, in lieu of delivering the above documents, herewith delivers to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery a certification of a Servicing Officer of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions nature set forth in Section 4.1 (treating 3.10. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by each Delay Delivery Mortgage Loan of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Deleted Mortgage Loan Custodial Agreement for purposes of such Section 4.1)purpose, provided, however, that the Trustee shall be and remain liable for the acts of any such Custodian only to the extent that it is responsible for its own acts hereunder. Any documents delivered by the Company or the Master Servicer to the Custodian, if any, shall be deemed to have been delivered to the Seller fails to deliver a Mortgage File Trustee for all purposes hereunder; and any Delay Delivery Mortgage Loan within documents held by the thirty-day period provided in the prior sentenceCustodian, the Seller if any, shall use its best reasonable efforts to effect or cause be deemed to be effected held by the Trustee for all purposes hereunder. There shall be a substitution, rather than a repurchase of, such Deleted Mortgage Loan written Custodial Agreement between the Trustee and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.each Custodian. Each
Appears in 1 contract
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR16 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar16)
Delivery of Mortgage Files. In connection with The Seller shall, as directed by the transfer Purchaser, deliver and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or release to the Custodian on its behalf no later than five (5) Business Days prior to the related Closing Date (or, in the case with respect to not more than 25% of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered at least three (3) Business Days prior to the Trustee or to the Custodian on its behalf within thirty (30) days following the related Closing Date) the following documents or instruments Mortgage Files with respect to each Mortgage Loan so assigned (collectivelyin the related Mortgage Loan Package to be purchased by the Purchaser on the related Closing Date. The Custodian shall certify its receipt of all such Mortgage Files for the related Closing Date to the Purchaser, as evidenced by the "Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Seller shall forward to the Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Files"):
(1) Loan entered into in accordance with this Agreement within two weeks of their execution, provided, however, that the Seller shall provide the Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall promptly provide 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); or
(2) 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;
(b) except as provided below and document submitted for each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage recordation or a copy of such Mortgage document certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgagewithin ninety days of its submission for recordation. In additionthe event any document listed on Exhibit A as constituting a part of the Mortgage Files and required to be delivered to the Custodian pursuant to this Section 6.03, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, on the related Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank on or prior to the related Closing Date and recorded subsequently by the Purchaser or its designee or document submitted for recordation to the appropriate public recording office), and in the event that in connection with any the Seller does not cure such failure within [30] days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Subsection 9.03. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver or cause an original document submitted for recordation to be delivered the original or duplicate original lender's title policy appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that (together with all riders thereto)i) the Seller shall instead deliver a recording receipt of such recording office or, satisfying if such recording receipt is not available, an officer’s certificate of an officer of the requirements Seller, confirming that such documents have been accepted for recording; provided that, upon request of clause (v) above, concurrently with the execution Purchaser and delivery hereof because by the related Purchaser to the Seller of a schedule of the Mortgage has not been returned from the applicable public recording officeLoans, the Seller shall promptly reissue and deliver or cause to be delivered to the Trustee Purchaser or the Custodian on its behalf designee said officer’s certificate and (ii) such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery document is delivered within 180 calendar days of the original or duplicate original lender's title policy be made later than one year following the related Closing Date; , provided, howeverthat, in the event the Seller is unable to deliver or cause to such document cannot be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) within 180 calendar days because the related Mortgage has not been returned of a delay caused by the appropriate public recording officeoffice in returning any recorded document, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Purchaser an Officer’s Certificate which shall either (i) deliver or cause identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Trustee Custodian. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. Any such document shall be delivered to the Purchaser or its designee not later than 12 months from the related Closing Date. The Seller shall pay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the Custodian or, upon written request of the Purchaser, to the Purchaser or the Custodian on its behalf Purchaser’s designee. The Purchaser or the Purchaser’s designee shall be responsible for recording the Assignments of Mortgage File as required and shall be reimbursed by the Seller for the costs associated therewith pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior preceding sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (FFMLT Trust 2005-Ffa)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR15 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar15)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR8 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Mort Pas THR Cer Se 2002-Ar8)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to in this Section 2.05 or in Section 2.10, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In additionPursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee's behalf with respect to the delivery, receipt, examination and custody of the Mortgage Files related to the Mortgage Loans identified in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Initial Custodial Agreement, within thirty days as provided therein. On or promptly after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Citibank, N.A., as Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2004-CB2 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Cb2)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2003-AR11 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Series 2003-Ar11)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or, in lieu thereof, an Alternative Title Product, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender's title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2003-S13 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Ps Th Ce Se 03 S13)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2003-MS9 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass THR Certs Ser 2003-Ms9)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2003-MS5 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mortgage Sec Corp Pas Thru Certs 2003ms5)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Bankers Trust Company of California, N.A., as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR3 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar3)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS12 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass THR Cert Ser 2002 Ms12)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to in this Section 2.05 or in Section 2.10, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In additionPursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee's behalf with respect to the delivery, receipt, examination and custody of the Mortgage Files related to the Mortgage Loans identified in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Initial Custodial Agreement, within thirty days as provided therein. On or promptly after the Closing Date, the Seller Master Servicer shall either cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to "Citibank, N.A., as Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2004-AR11 Trust, without recourse" by including in the MERS® System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS® System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS® System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar11)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS8 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Thru Certificates Series 2002-Ms8)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the such thirty-day period provided in the prior sentenceperiod, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with On or before the transfer and assignment set forth in Section 2.1 abovedate hereof (the "REMIC Closing Date"), the Seller has shall have delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments specified below with respect to each Mortgage Loan so assigned (collectivelyeach a "Mortgage File") to [Name of Trustee] (acting in such capacity, the "Mortgage FilesCustodian"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay ), pursuant to the order of [Tri-Party Custody Agreement] dated ________ ______ __, 199_, as amended (the "Custody Agreement") and the Custodial Agreement, dated ____________ 1, 199_____, in each case among OOMC, the Seller and the Custodian. Each Mortgage File contains 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 [Name of Trustee], as trustee for holders of Option One Mortgage Acceptance Corporation, Mortgage Pass-Through Certificates, 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); or
(2) 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";
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage mortgage or a copy deed of such Mortgage certified by trust ("Mortgage"), naming the Seller as being 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 the 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 underlying property securing the Mortgage Loan (the "Mortgaged Property") is located (or, in lieu of the original of the recorded Mortgage, a true and complete duplicate or conformed copy of the 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 to the title insurance company for recordation in the case appropriate governmental recording office of each MERS Mortgage Loanthe 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 Mortgage, noting and that such original has been submitted for recordation in the presence appropriate governmental recording office of the MIN jurisdiction where the Mortgaged Property is located);
(c) an original assignment of the Mortgage Loans and either language indicating that executed by the Seller, without recourse, to "[Name of Trustee], as trustee for holders of Option One Mortgage Loan is a MOM Loan if the Acceptance Corporation, Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at originationPass-Through Certificates, the original Mortgage and the assignment thereof to MERSwithout recourse, with evidence of recording indicated thereon, and the original of any intervening assignment 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 or the Originator certifying that such copy represents a true and correct copy of the original and that such original has been submitted to the title insurance company 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 Mortgage certified by original and that such original has been submitted for recordation in the public appropriate governmental recording office in which such Mortgage has been recorded;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignmentsjurisdiction where the Mortgaged Property is located), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumptionlender's title insurance policy, modification, written assurance or substitution agreementor, if anysuch policy has not been issued, any one of an original or a copy of the preliminary title report, title binder or title commitment on the Mortgaged Property with the original policy of the insurance to be delivered promptly following the receipt thereof;
(e) either the original of any assumption, modification, extension or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, andguaranty agreement;
(f) in the case original or a copy of a Cooperative Loanthe private mortgage insurance policy or original certificate of private mortgage insurance, if applicable;
(g) if the mortgage note, the originals Mortgage, any assignment of Mortgage or any other related document has been signed by a person on behalf of the following documents mortgagor, the original power of attorney or instruments:
(1) The Coop Sharesother 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 stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement with evidence certification of recording thereon which have been filed in all places required to perfect an officer of the Seller's interest in Seller or of the Coop Shares applicable title insurance company or escrow company certifying that such copy represents a true and correct copy of the Proprietary Leaseoriginal; and
(6h) Executed UCC-3 financing statements The original or other appropriate UCC financing statements required a copy of the Certificate of Pool Insurance issued by state lawGEMICO, evidencing a complete and unbroken line from UGI or PMI, if applicable. Within five days of the mortgagee to receipt by the Trustee Seller of the Assignment of Mortgage with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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 officerecordation thereon, or a copy thereof, certified, if appropriate, thereof certified by the relevant applicable recording office, but in no event shall any such delivery of the original Mortgage and each such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following 120 days after the REMIC Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification Assignment of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller to the Trustee. In the event that the original Mortgage recorded Assignment of Mortgage, or a certified copy thereof, is not delivered and to the Trustee within 120 days of the REMIC Closing Date, the Seller shall be obligated to repurchase or substitute the related Mortgage Loan as provided in Section 3. The Seller will also pay the fees of the Trustee incurred in connection with the payment removal and replacement of each Assignment of Mortgage delivered for recording, as well as the fees of the Trustee incurred in full connection with the addition of any title insurance policy or recorded Mortgage to the related Mortgage Loan and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent document, because only a copy File. Within five days of the Mortgage can be delivered with Seller's receipt thereof, but in no event later than 120 days after the instrument of satisfaction or reconveyance, the Seller 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 officeREMIC Closing Date, the Seller shall deliver or cause to be the Trustee: (i) the original recorded Mortgage in those instances where an original was not delivered to the Trustee or the Custodian on its behalf a copy or prior to the applicable Purchase Date; (ii) the original policy of such Mortgage certified by such public recording office to be title insurance or a true and complete correct copy thereof in those instances where a marked up commitment (binder) to issue such policy or preliminary policy was delivered to the Custodian; and (iii) any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing the original recorded Mortgageassumption or modification of any Mortgage Loan. In additionSubject to the next succeeding sentence, in the event that in connection the Seller is not able to deliver with any respect to a given Mortgage Loan the Seller cannot deliver or cause documents referred to in the above paragraph within 120 days of the REMIC Closing Date, such Mortgage Loan shall be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, repurchased by the Seller shall promptly deliver or cause in the manner provided in Section 3. With respect to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, howeverMortgage Loan, in the event that the Seller is unable to deliver or cause to be delivered by such date the original recorded Mortgage, the original recorded Assignment of Mortgage, any recorded intervening assignments of the Mortgage or any assumption or modification agreement or the original policy of title insurance, duplicate original lender's title policy or a true and correct copy thereof within the applicable time period and such failure of timely delivery (together with all riders theretoi) because is solely the related Mortgage has not been returned result of a delay caused by the appropriate recording office, in the case of the Mortgage, the Assignment of Mortgage, any intervening assignments of Mortgage or any assumption and modification agreements, or (ii) is solely the result of acts or omissions on the part of the applicable title insurance company, in the case of the title insurance policy, then the Seller shall be afforded additional time to deliver such document or documents; provided that such document or documents shall be delivered within the time period required by the applicable Pooling and Servicing Agreement. The Seller shall deliver to the Master Servicer or its designee all original documents relating to the Mortgage Loans that are not delivered to the Depositor or the Trustee, other than original documents required to be held by the Seller pursuant to applicable mortgage lending laws, rules and regulations of the jurisdiction in which the Mortgaged Property is located (in lieu of which the Seller shall deliver or cause to be delivered such documents to photocopies). In the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in event that any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, original document held by the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as is required pursuant to the terms of this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute part of a Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage LoanFile, which substitution or repurchase such document shall be accomplished in the manner and subject delivered promptly to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliverTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and related documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2004-AR5 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates, Series 2004-Ar5)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 aboveNo later than 11:00 p.m., the Seller has delivered or caused New York City time, one (1) Business Day prior to be delivered to the Trustee or to the Custodian on its behalf any Purchase Date (or, in the case of the Delay Delivery first 150 Eligible Mortgage LoansLoans delivered in connection with any Purchase Date) plus one additional Business Day prior to any Purchase Date (for each additional 100 Eligible Mortgage Loans in excess thereof delivered in connection with any Purchase Date) (provided, will deliver or cause that, such timing requirements shall be inapplicable in the case of Mortgage Loans already held by the Custodian for any other reason), the applicable Seller shall release to the Custodian the following original documents pertaining to each Eligible Mortgage Loan to be sold to the Buyers and included in the Margin Base on such Purchase Date, each of which Mortgage Loans shall be identified in a Mortgage Loan Schedule delivered therewith, in a computer readable format acceptable to the Sellers and the Custodian, with a copy of such Mortgage Loan Schedule delivered to the Trustee Buyer Agent (or, if another time is specified below for such release or to the Custodian on its behalf within thirty delivery, at such other time):
(30A) days following the Closing Date) the following documents or instruments with With respect to each Eligible Mortgage Loan so assigned (collectively, the "Mortgage Files"):Loan:
(1a) the The original Mortgage Note bearing all intervening endorsements, endorsed by manual or facsimile signature in blank in the following form: "Pay to the order of ________________, _ without recourse," and signed in the name of the last endorsee (the "Last Endorsee") (in the event that the Mortgage 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 Mortgage 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 [previous name]").
(b) The original of the guarantee executed in connection 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 rightif any).
(c) The original Mortgage with evidence of recording thereon, or a copy thereof together with an Officer's Certificate of the applicable Seller, title company, escrow agent or closing attorney certifying that such represents a true and interest correct copy of the party so endorsingoriginal 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 originals of all assumption, as noteholder modification, consolidation or assignee thereofextension agreements (if any) with evidence of recording thereon, or copies thereof together with an Officer's Certificate of the applicable Seller, title company, escrow agent or closing attorney certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (provided, that the Custodian shall have no duty to verify whether any such documents exist).
(e) Except in the case of a MERS Designated Mortgage Loan, the original Assignment of Mortgage in blank for each Mortgage Loan, in form and substance acceptable for recording and signed in the name of the Last Endorsee (in the event that the Mortgage 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 Mortgage NoteLoan 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]"); or.
(2f) Except in the case of a MERS Designated Mortgage Loan, 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 copies thereof together with an Officer's Certificate of the applicable Seller, title company, escrow agent or closing attorney certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.
(g) [intentionally omitted.]
(h) The original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage Loan; provided, that the Custodian shall have no duty to verify whether any such documents exist.
(i) Solely with respect to any Lost each MERS Designated Mortgage NoteLoan, a lost note affidavit from the Seller stating that MERS Report.
(B) With respect to each Eligible Cooperative Mortgage Loan:
(a) the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage NoteSecurity Agreement;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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 recordedCooperative Shares;
(c) a duly stock power executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording officePerson in whose name the Cooperative Shares are issued;
(d) the original Proprietary Lease or copies of each assumption, modification, written assurance or substitution occupancy agreement, if anyaccompanied by an assignment in blank of such proprietary lease;
(e) either a Recognition Agreement executed by the original or duplicate original title policy (including all riders thereto) with respect Cooperative Corporation, which requires the Cooperative Corporation to recognize the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating rights of the Certificateslender and its successors in interest and assigns, a written commitment or interim binder or preliminary report of under the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Mortgage Loan, the originals accompanied by an assignment of the following documents or instruments:
(1) The Coop Shares, together with a stock power such recognition agreement in blank;
(2f) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement statements with evidence of recording information thereon which have been filed in all places required from the appropriate governmental recording offices if necessary to perfect the Seller's security interest of the Cooperative Mortgage Loan under the Uniform Commercial Code in the Coop Shares and jurisdiction in which the Proprietary LeaseCooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder; and
(6g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state lawany guarantees, evidencing a complete and unbroken line from if applicable. From time to time, the mortgagee Sellers shall forward to the Trustee with evidence Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that is not a MERS approved by the applicable Seller, in accordance with the terms of the Repurchase Agreement, and upon receipt of any such other documents. Subject to the inclusion of these documents within the Custodial Identification Certificate and Mortgage Loan Schedule delivered by the Seller cannot deliver (i) Sellers, upon receipt, the original recorded Mortgage Custodian shall hold such additional documents. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from to the applicable public recording officeSeller in time to permit their delivery hereunder at the time required, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf in lieu of delivering such original Mortgage or documents, 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt a true copy thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing with an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller to the Trustee. In the event that the original Mortgage is not delivered and in connection with the payment in full Officer's Certificate of the related Mortgage Loan and the public recording office requires the presentation of applicable Seller, title company, escrow agent or closing attorney certifying that such copy is a "lost instruments affidavit and indemnity" or any equivalent documenttrue, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgageoriginal, which has been transmitted for recordation. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Each Seller shall deliver or cause to be delivered such original documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliverwhen they are received.
Appears in 1 contract
Samples: Custodial Agreement (American Home Mortgage Investment Corp)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or, in lieu thereof, an Alternative Title Product , and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender's title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "JPMorgan Chase Bank, as Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2002-S7 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates 2002-S7)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) in the case of a Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) for any Mortgage Loan other than a Combo Mortgage Loan, either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) for any Mortgage Loan other than a Combo Mortgage Loan will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the CertificatesPooling and Servicing Agreement, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS4 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Pass Through Certificates Series 2002-Ms4)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of “Mortgage File.” In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS “Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File” relating to a Mortgage Loan is a MOM Loan if not included in 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer File delivered to the assignee thereof, under Trustee (or the Mortgage Custodian) prior to which or concurrently with the assignment relates); provided that, if execution and delivery hereof (due to a delay on the related Mortgage has not been returned from the applicable public recording office, such assignment part of the Mortgage may exclude the information to be provided by the recording office;
(d) ), the Company shall transmit the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, recorded Mortgage and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, “Recording Documents”) to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a “Company Officer’s Certificate”) signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer’s Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer’s Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeServicer’s consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Servicer as Custodian of the documents or instruments referred to in this Section 2.05, Section 2.10 or Section 2.13, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage acts and each such interim assignment by reason omissions 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 Seller shall deliver or cause to be delivered such documents Custodian to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded extent (and only to the Trustee or the Custodian on extent) that it would have been liable for such acts and omissions hereunder had such acts and omissions been its behalf (i) from time to time additional original own acts and omissions. Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and other documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In additionPursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee’s behalf with respect to the delivery, receipt, examination, custody and release of the Mortgage Files related to the Mortgage Loans identified in the event Initial Custodial Agreement, as provided therein. The Trustee shall not have any responsibility for the acts or omissions of the Initial Custodian provided however that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller nothing herein shall promptly deliver or cause to be delivered to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or the Custodian on its behalf such original willful misconduct. On or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Servicer shall either cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to “LaSalle Bank National Association, as Custodian/Trustee, without recourse” or to “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-9 Trust, without recourse” by including in the MERS® System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Servicer need not cause the MERS® System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS® System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2002-S5 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Pa Th Ce Se 2002 S5)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2003-AR12 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass THR Certs Ser 2003-Ar12)
Delivery of Mortgage Files. In connection with No later than 3:00 p.m., New York City time, one (1) Business Day prior to the transfer and assignment set forth in Section 2.1 abovedate on which the Borrower is required to pledge a Mortgage Loan to the Agent pursuant to the terms of the Credit Agreement, the Seller has delivered or caused Borrower shall release to the Custodian the following original documents pertaining to each Mortgage Loan to be pledged to the Agent on such date, each of which Mortgage Loans shall be identified in a Mortgage Loan Schedule attached to a Custodian Identification Certificate delivered in accordance with Section 3 hereof, with a copy of such Mortgage Loan Schedule delivered to the Trustee or to the Custodian on its behalf Agent (or, in the case of the Delay Delivery Mortgage Loansif another time is specified below for such release or delivery, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty at such other time):
(30I) days following the Closing Date) the following documents or instruments with With respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):Loan:
(1a) the The original Mortgage Note bearing all intervening endorsements, endorsed by manual or facsimile signature in blank in the following form: "Pay to the order of ________________, _ without recourse," and signed in the name of the last endorsee (the "Last Endorsee") by an authorized Person (in the event that the Mortgage 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 Mortgage 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 [previous name]").
(b) The original of the guarantee executed in connection with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (if any).
(c) The original Mortgage with evidence of recording thereon, or a copy thereof together with an Officer's Certificate of the Borrower certifying that such 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 related mortgaged property is located.
(d) The originals of all assumption, modification, consolidation or extension agreements with evidence of recording thereon, or copies thereof together with an Officer's Certificate of the Borrower certifying that such represent true and correct copies of the originals and that such originals have each
(e) The original assignment of mortgage in blank for each Mortgage Loan, in form and substance acceptable for recording and signed in the name of the Last Endorsee (in the event that the Mortgage 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 Mortgage 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]").
(f) The originals of all intervening assignments of mortgage with evidence of recording thereon, or copies thereof together with an Officer's Certificate of the Borrower certifying that such endorsement being sufficient to transfer all right, represent true and correct copies of the originals and that such originals have each been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the related mortgaged property is located.
(g) The original attorney's opinion of title and interest 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.
(h) The original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage Loan.
(i) The original power of attorney or other authorizing instrument (if any) with evidence of recording thereon, if the Mortgage Note or Mortgage or any other material document relating to the Mortgage Loan has been signed by a person on behalf of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); orrelated mortgagor.
(2j) with Such other documents as the Agent may reasonably require (based on Borrower's Underwriting Guidelines) after notice to the Borrower and the Custodian, which the Custodian shall have consented to review.
(II) With respect to any Lost each Multifamily/Mixed Use 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;Loan:
(a) The documents listed in subsection 2(I) above.
(b) except as provided below The original assignment of leases and for each Mortgage Loan that is not a MERS Mortgage Loanrents, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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 MERSany, with evidence of recording indicated thereon, or a copy thereof together with an Officer's Certificate of the Mortgage certified by the public recording office in which Borrower certifying that such Mortgage has been recorded;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be represents a true and complete correct copy of the original recorded Mortgage. In addition, that has been submitted for recordation in the event that in connection with any Mortgage Loan appropriate governmental recording office of the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because jurisdiction where the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller mortgage property is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliverlocated.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Cityscape Financial Corp)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS11 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pas THR Cert Ser 2002 Ms11)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS3 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Mort Pas THR Cer Se 2002-Ms3)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS2 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Pass Through Certificates Series 2002-Ms2)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-AR2 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass THR Cert Ser 2002-Ar2)
Delivery of Mortgage Files. In connection with (a) Pursuant to the transfer Pooling and assignment set forth in Section 2.1 aboveServicing Agreement, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian Seller, on its behalf (or, in the case of the Delay Delivery Mortgage LoansDepositor, will deliver and release or cause to be delivered to the Trustee or and released to the Custodian on its behalf within thirty (30) days following the Closing Date) each Delivery Date the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, identified in the "related Mortgage Files"):Loan Schedule:
(1i) the original Mortgage Note Note, endorsed (other than for a MOM Loan) either on its face or by manual or facsimile signature allonge attached thereto in blank or in the following form: "“Pay to the order of ________________U.S. Bank National Association, as Trustee for the Certificateholders of the New York Mortgage Trust 2006-1 Mortgage-Backed Pass-Through Certificates, 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); or
(2) with respect to any Lost lost Mortgage Note, a lost note affidavit from the Seller an original Lost Certificate Affidavit stating that the original Mortgage Note mortgage note was lost lost, misplaced or destroyed, together with a copy of such Mortgage Notethe related mortgage note;
(bii) except as provided below and below, 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the for that Mortgage Loans Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan Loan, or if the such Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, in each case with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording indicated thereonthereon or, or a copy of the Mortgage certified by the public recording office in which if such Mortgage or power of attorney has been recorded;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such assignment Mortgage or power of attorney, as the case may be, together with an Officer’s Certificate of the Seller certifying that the copy of such Mortgage may exclude delivered to the information Custodian is a true copy and that the original of such Mortgage has been forwarded to be provided by the public recording office, or, in the case of a Mortgage that has been lost, a copy thereof (certified as provided for under the laws of the appropriate jurisdiction) and a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Trustee and the Depositor that an original recorded Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loan;
(diii) the original or copies of each assumption, modification, written assurance modification or substitution agreement, if any, relating to the Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an Officer’s Certificate of the Seller certifying that the copy of such assumption, modification or substitution agreement delivered to the applicable Custodian on behalf of the Issuing Entity is a true copy and that the original of such agreement has been forwarded to the public recording office;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(fiv) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage will be assigned to “U.S. Bank National Association, as Trustee for the Certificateholders of the New York Mortgage Trust 2006-1 Mortgage-Backed Pass-Through Certificates, without recourse”;
(v) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original copy of any intervening Assignment of Mortgage showing a complete chain of assignments, or, in the case of an intervening Assignment of Mortgage that has been lost, a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Trustee that such original intervening Assignment of Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loans;
(vi) the original Insurance Policy, if any, or certificate, if any;
(vii) the original or a certified copy of lender’s title insurance policy; and
(viii) with respect to any Cooperative Loan, the originals Cooperative Loan Documents.
(b) With respect to each Cooperative Loan, pursuant to the Pooling and Servicing Agreement, the Seller, on behalf of the Depositor will deliver or cause to be delivered to the Custodian on behalf of the Trustee the following documents or instruments:
(1i) The Coop the Cooperative Shares, together with a stock power in blank;
(2ii) The the original executed Security AgreementAgreement and the assignment of the Security Agreement endorsed in blank;
(3iii) The the original executed Proprietary LeaseLease and the assignment of the Proprietary Lease endorsed in blank;
(4iv) The the original executed Recognition AgreementAgreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank;
(5v) The executed UCC-1 the UCC1 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 Leasethereon; and
(6vi) Executed UCC-3 executed UCC3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state lawstatements, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or .
(c) aboveThe Custodian agrees to execute and deliver to the Depositor and the Trustee on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), respectivelysubstantially in the form attached as Exhibit 1 hereto, concurrently with which may provide for exceptions for Delayed Delivery Mortgage Loans. If, pursuant to Section 2.01(b)(vii) of the execution Pooling and delivery hereof because such document or documents have not been returned from the applicable public recording officeServicing Agreement, the Seller shall promptly original lender’s title insurance policy, or a certified copy thereof, was not delivered, the Seller, pursuant to the Pooling and Servicing Agreement, will deliver or cause to be delivered to the Trustee or Custodian the Custodian on its behalf 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, of a written commitment or interim binder or preliminary report of title issued by the relevant recording officetitle insurance or escrow company, with the original or a certified copy thereof to be delivered to the Custodian, promptly upon receipt thereof, but in no event shall any such delivery case within 175 days of the original Mortgage 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; provided. The Seller, howeverpursuant to the Pooling and Servicing Agreement, in the event the Seller is unable to will deliver or cause to be delivered by such date each to the Custodian, promptly upon receipt thereof, any other documents constituting a part of a Mortgage and each such interim assignment by reason of File received with respect to any Mortgage Loan sold to the fact that any such documents have not been returned Depositor by the appropriate recording officeSeller, orincluding, in the case of each such interim assignmentbut not limited to, because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a any Mortgage Loan and (ii) any other documents required to be delivered by the Seller Loan. Pursuant to the Trustee. In the event Pooling and Servicing Agreement, for Mortgage Loans (if any) that the original Mortgage is not delivered and in connection with the payment have been prepaid in full of after the related Mortgage Loan Cut-off Date and 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 Seller shall execute and deliver or cause prior 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller, in lieu of delivering the above documents, will deliver the Custodian on behalf of the Trustee, an Officer’s Certificate which will include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Collection Account have been so deposited. All original documents that are not delivered to the Custodian on behalf of the Trustee will be held by the Master Servicer or the related Servicer in trust for the Custodian, for the benefit of the Trustee and the Certificateholders. From time to time, pursuant to the Pooling and Servicing Agreement, the applicable Servicer or the Seller shall either (i) forward or shall cause to be forwarded to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the applicable Servicer, in accordance with the terms of the Pooling and Servicing Agreement. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the “Mortgage File”. From time to time, the Trustee shall instruct or cause the instruction of the Custodian to deliver certain mortgage loan documents to the Trustee for assignment and recordation. At least 24 hours prior to delivery of the Mortgage Loans, the Seller will provide or cause to be provided to the Custodian, via electronic transmission, a list of all the Mortgage Loans and their related data fields including loan ID, Mortgagor name, Mortgaged Property address, Mortgage Rate, maturity date, and original principal balance of each such Mortgage Loan. This data will be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to in an acceptable format that can be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject easily uploaded to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery Custodian’s system. A hard copy of the Mortgage File for Loan Schedule will be delivered to the Custodian at the time of delivery to the Custodian of such Delay Delivery documents related to the Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured Loans identified in such failure to deliverMortgage Loan Schedule.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (NYMT Securities CORP)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Bankers Trust Company of California, N.A., as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR4 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificate Series 2002-Ar4)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR9 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Pa Th Ce Se 2002-Ar9)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "“Mortgage Files"”):
(1) 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); or
or (2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or, in lieu thereof, an Alternative Title Product; and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Seller's ’s interest in the Coop Shares and the Proprietary Lease; and
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender’s title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's ’s title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's ’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's ’s title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's ’s title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Sec. Mort Pass THR Certs Ser 2006-Aa2)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the 72 Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS7 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass Thro Cert Ser 2002-Ms7)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS'r' System to indicate that each MERS Loan, if any, has been assigned to "Bankers Trust Company of California, N.A., as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR1 Trust" by including in the MERS'r' System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS'r' System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS'r' System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mor Sec Corp Mor Pa THR Cer Ser 2002-Ar1)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-AR1 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-THR Cert Ser 2002-Ar1)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 aboveNo later than 11:00 p.m., the Seller has delivered or caused New York City time, one (1) Business Day prior to be delivered to the Trustee or to the Custodian on its behalf any Funding Date (or, in the case of the Delay Delivery first 150 Eligible Mortgage LoansLoans delivered in connection with any Funding Date) plus one additional Business Day prior to any Funding Date (for each additional 100 Eligible Mortgage Loans in excess thereof delivered in connection with any Funding Date) (provided, will deliver or cause that, such timing requirements shall be inapplicable in the case of Mortgage Loans already held by the Custodian for any other reason), the Borrower shall release to the Custodian the following original documents pertaining to each Eligible Mortgage Loan to be pledged to the Lender Agent and included in the Borrowing Base on such Funding Date, each of which Mortgage Loans shall be identified in a Mortgage Loan Schedule delivered therewith, in a computer readable format acceptable to the Borrower and the Custodian, with a copy of such Mortgage Loan Schedule delivered to the Trustee Lender Agent (or, if another time is specified below for such release or to the Custodian on its behalf within thirty delivery, at such other time):
(30A) days following the Closing Date) the following documents or instruments with With respect to each Eligible Mortgage Loan so assigned (collectively, the "Mortgage Files"):Loan:
(1a) the The original Mortgage Note bearing all intervening endorsements, endorsed by manual or facsimile signature in blank in the following form: "Pay to the order of ________________, _ without recourse," and signed in the name of the last endorsee (the "Last Endorsee") (in the event that the Mortgage 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 Mortgage 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 [previous name]").
(b) The original of the guarantee executed in connection 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 rightif any).
(c) The original Mortgage with evidence of recording thereon, or a copy thereof together with an Officer's Certificate of the applicable Borrower, title company, escrow agent or closing attorney certifying that such represents a true and interest correct copy of the party so endorsingoriginal 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 originals of all assumption, as noteholder modification, consolidation or assignee thereofextension agreements (if any) with evidence of recording thereon, or copies thereof together with an Officer's Certificate of the applicable Borrower, title company, escrow agent or closing attorney certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (provided, that the Custodian shall have no duty to verify whether any such documents exist).
(e) Except in the case of a MERS Designated Mortgage Loan, the original Assignment of Mortgage in blank for each Mortgage Loan, in form and substance acceptable for recording and signed in the name of the Last Endorsee (in the event that the Mortgage 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 Mortgage NoteLoan 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]"); or.
(2f) Except in the case of a MERS Designated Mortgage Loan, 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 copies thereof together with an Officer's Certificate of the applicable Borrower, title company, escrow agent or closing attorney certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.
(g) [intentionally omitted.]
(h) The original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage Loan; provided, that the Custodian shall have no duty to verify whether any such documents exist.
(i) Solely with respect to any Lost each MERS Designated Mortgage NoteLoan, a lost note affidavit from the Seller stating that MERS Report.
(B) With respect to each Eligible Cooperative Mortgage Loan:
(a) the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage NoteSecurity Agreement;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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 recordedCooperative Shares;
(c) a duly stock power executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording officePerson in whose name the Cooperative Shares are issued;
(d) the original Proprietary Lease or copies of each assumption, modification, written assurance or substitution occupancy agreement, if anyaccompanied by an assignment in blank of such proprietary lease;
(e) either a Recognition Agreement executed by the original or duplicate original title policy (including all riders thereto) with respect Cooperative Corporation, which requires the Cooperative Corporation to recognize the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating rights of the Certificateslender and its successors in interest and assigns, a written commitment or interim binder or preliminary report of under the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Mortgage Loan, the originals accompanied by an assignment of the following documents or instruments:
(1) The Coop Shares, together with a stock power such recognition agreement in blank;
(2f) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement statements with evidence of recording information thereon which have been filed in all places required from the appropriate governmental recording offices if necessary to perfect the Seller's security interest of the Cooperative Mortgage Loan under the Uniform Commercial Code in the Coop Shares and jurisdiction in which the Proprietary LeaseCooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder; and
(6g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state lawany guarantees, evidencing a complete and unbroken line from if applicable. From time to time, the mortgagee Borrowers shall forward to the Trustee with evidence Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that is not a MERS approved by the applicable Borrowers, in accordance with the terms of the Loan Agreement, and upon receipt of any such other documents. Subject to the inclusion of these documents within the Custodial Identification Certificate and Mortgage Loan Schedule delivered by the Seller cannot deliver (i) Borrower, upon receipt, the original recorded Mortgage Custodian shall hold such additional documents. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from to the applicable public recording officeBorrower in time to permit their delivery hereunder at the time required, the Seller in lieu of delivering such original documents, such Borrower shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original Mortgage or such interim assignment, as the case may be, a true copy thereof 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, but in no event shall any such delivery an Officer's Certificate of the original Mortgage and each applicable Borrower, title company, escrow agent or closing attorney certifying that such interim assignment or copy is a copy thereoftrue, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loanoriginal, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.has been transmitted
Appears in 1 contract
Samples: Custodial Agreement (American Home Mortgage Investment Corp)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to in this Section 2.05 or in Section 2.10, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and 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 Custodian shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a true written Custodial Agreement between the Trustee and complete copy each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian that all Mortgage Pool Assets, Mortgage Files, and other documents and property held by it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2004-S3 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-S3)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to in this Section 2.05 or in Section 2.10, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and 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 Custodian shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a true written Custodial Agreement between the Trustee and complete copy each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian that all Mortgage Pool Assets, Mortgage Files, and other documents and property held by it at any time are held by it for the benefit of the original recorded MortgageTrust. In additionPursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee's behalf with respect to the delivery, receipt, examination and custody of the Mortgage Files related to the Mortgage Loans identified in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Initial Custodial Agreement, within thirty days as provided therein. On or promptly after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2004-RA3 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Citibank, N.A., as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2004-S1 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Series 2004-S1)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2003-MS3 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Through Cert Ser 2003-Ms3)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of “Mortgage File.” In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS “Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File” relating to a Mortgage Loan is a MOM Loan if not included in 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer File delivered to the assignee thereof, under Trustee (or the Mortgage Custodian) prior to which or concurrently with the assignment relates); provided that, if execution and delivery hereof (due to a delay on the related Mortgage has not been returned from the applicable public recording office, such assignment part of the Mortgage may exclude the information to be provided by the recording office;
(d) ), the Company shall transmit the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, recorded Mortgage and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, “Recording Documents”) to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a “Company Officer’s Certificate”) signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer’s Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer’s Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeServicer’s consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Servicer as Custodian of the documents or instruments referred to in this Section 2.05, Section 2.10 or Section 2.13, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage acts and each such interim assignment by reason omissions 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 Seller shall deliver or cause to be delivered such documents Custodian to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded extent (and only to the Trustee or the Custodian on extent) that it would have been liable for such acts and omissions hereunder had such acts and omissions been its behalf (i) from time to time additional original own acts and omissions. Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and other documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In additionPursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee’s behalf with respect to the delivery, receipt, examination, custody and release of the Mortgage Files related to the Mortgage Loans identified in the event Initial Custodial Agreement, as provided therein. The Trustee shall not have any responsibility for the acts or omissions of the Initial Custodian provided however that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller nothing herein shall promptly deliver or cause to be delivered to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or the Custodian on its behalf such original willful misconduct. On or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Servicer shall either cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to “LaSalle Bank National Association, as Custodian/Trustee, without recourse” or to “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-10 Trust, without recourse” by including in the MERS® System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Servicer need not cause the MERS® System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS® System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "“Mortgage Files"”):
(1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original recorded Mortgage, noting the presence of the MIN of the Mortgage Loans 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 recordedSeller as being a true and complete copy of the Mortgage;
(c) in the case of a Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage Mortgage, or a copy of such assignment certified by the Seller as being a true and complete copy of the assignment, in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments assignments, or copies of such mortgage interim assignments certified by the Seller as being true and complete copies of the interim assignments, of such Mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy, or a copy of such title policy certified by the Seller as being a true and complete copy of the title policy (including all riders thereto) ), with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or in lieu thereof, an Alternative Title Product or a copy of such Alternative Title Product certified by the Seller as being a true and complete copy of the Alternative Title Product; and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Seller's ’s interest in the Coop Shares and the Proprietary Lease; and
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender’s title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's ’s title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's ’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's ’s title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's ’s title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR18 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Pa Th Cer Se 02 Ar18)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "“Mortgage Files"”):
(1a) the (1)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); or
or (2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, or, in lieu thereof, an Alternative Title Product; and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Seller's ’s interest in the Coop Shares and the Proprietary Lease; and
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date; provided, further, however, that the Seller shall not be required to provide an original or duplicate lender’s title policy (together with all riders thereto) if the Seller delivers an Alternative Title Product in lieu thereof. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's ’s title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's ’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's ’s title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's ’s title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa2)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) 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, Mortgage and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) in the case of a Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) for any Mortgage Loan other than a Combo Mortgage Loan, either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) for any Mortgage Loan other than a Combo Mortgage Loan will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificatesbelow, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan (other than a Combo Mortgage Loan) the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (ve) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee Trustee, or the Custodian on its behalf behalf, such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) for any Mortgage Loan (other than a Combo Mortgage Loan) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee Trustee, or the Custodian on its behalf behalf, as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS'r' System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2003-S12 Trust, without recourse" by including in the MERS'r' System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS'r' System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS'r' System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates Ser 2003-S12)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and related documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2004-AR2 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WAMU Mortgage Pass-Through Certificates Series 2004-Ar2)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the The Seller has delivered or caused to be delivered to the Trustee or and released to the Custodian on its behalf (or, the following original documents pertaining to each of the XXXx identified in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered File and XXX Schedule annexed to the Trustee or Sale and Servicing Agreement, a copy of which Mortgage File and XXX Schedule is annexed to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):Custodian's counterpart of this Agreement:
(1a) the original Mortgage Note bearing all intervening endorsements, endorsed by manual or facsimile signature in blank in the following form: "Pay to the order of _, without recourse" and signed in the name of the Seller by an authorized officer. If the XXX was acquired by the Servicer in a merger, the endorsement must be by "_______________, without recourse," with all intervening endorsements showing a complete chain successor by merger to [name of predecessor]". If the XXX was acquired or originated by the Servicer while doing business under another name, the endorsement from must be by "_______________ formerly known as [previous name]". To the originator to extent that there is no space on the Person endorsing face of the Mortgage Note (each such for endorsements, the endorsement being sufficient to transfer all rightmay be contained on an allonge, title and interest of the party if state law so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or
(2) 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 Noteallows;
(b) except as provided below the original of any guarantee executed in connection with the Mortgage Note, if any;
(c) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon. If in connection with any XXX, the Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for each recordation or because such Mortgage Loan has been lost or because such public recording office retains the original recorded Mortgage, the Seller shall deliver or cause to be delivered to the Custodian, a photocopy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that is not a MERS such Mortgage Loan, has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being such public recording office to be a true and complete copy of the Mortgage, and in original recorded Mortgage will be promptly delivered to the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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 Custodian upon receipt 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;
Seller; or (c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(fii) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be true and complete copy of the original recorded Mortgage;
(d) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon;
(e) any rider executed in connection with the related Mortgage Note or Mortgage;
(f) the original Assignment of Mortgage from the Seller, either in blank or in such form as directed by the Purchaser, which assignment shall be in form and substance acceptable for recording certified by an authorized officer of the Seller to be a true and correct copy thereof; the originals, with evidence of recording thereon or in the case where a public recording office retains the original Assignment of Mortgage, a copy certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Assignment of Mortgage Loan the Seller cannot deliver or cause to shall be delivered promptly upon receipt thereof by the original Seller;
(g) the originals of all intervening assignments of mortgage with evidence of recording thereon, including warehousing assignments, if any, or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of office retains the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording officerecorded assignments of mortgage, the Seller shall deliver or cause to be delivered such documents to the Trustee Custodian, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Seller stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office or by the title insurance company that issued the title policy to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Custodian on its behalf as promptly as possible upon receipt thereof by the Seller; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment;
(h) the Primary Mortgage Insurance Policy or certificate of insurance where required pursuant to the Agreement;
(i) XXX closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure forms required by law;
(j) the original mortgagee title insurance policy;
(k) the original of any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage; and
(l) such other documents as the Purchaser may require. In the event an Officer's Certificate of the Seller is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, in any eventthe Seller shall deliver to the Custodian, within 720 180 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after of the Closing Date, the Seller an Officer's Certificate which shall either (i) deliver or cause identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Trustee or Custodian. The Seller shall be required to deliver to the Custodian on its behalf the Mortgage File as required applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser. From time to time, the Servicer shall forward to the Custodian additional original documents pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof shall not apply to the initial delivery 3.3 of the Sale and Servicing Agreement or additional documents evidencing an assumption, modification, consolidation or extension of a XXX approved by the Servicer, in accordance with Section 3.4 of the Sale and Servicing Agreement. All such mortgage documents held by the Custodian as to each XXX shall constitute the "Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverFile."
Appears in 1 contract
Samples: Sale and Servicing Agreement (Samco Mortgage Securities Corp)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR14 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002 Ar14)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 1.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 2.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 3.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.13.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 3.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR5 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Thru Certs Series 2002-Ars)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to in this Section 2.05 or in Section 2.10, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and 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 Custodian shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a true written Custodial Agreement between the Trustee and complete copy each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian that all Mortgage Pool Assets, Mortgage Files, and other documents and property held by it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2004-AR10 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar10)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and related documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2004-AR4 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates Series 2004-Ar4)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and related documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In additionPursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee's behalf with respect to the delivery, receipt, examination and custody of the Mortgage Files related to the Mortgage Loans identified in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Initial Custodial Agreement, within thirty days as provided therein. On or promptly after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Citibank, N.A., as Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2004-CB1 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates Series 2004-Cb1)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the 42 above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2002-AR12 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002 Ar12)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing DateDate (in the case of the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (in the case of the Subsequent Mortgage Loans)) the following documents or instruments with respect to each Initial Mortgage Loan so assigned (collectively, the "Initial Mortgage Files"), and in connection with the transfer and assignment set forth in Section 2.2 above, the Seller will deliver or cause to be delivered to the Trustee or the Custodian on its behalf the following documents or instruments with respect to each Subsequent Mortgage Loan so assigned (collectively, the "Subsequent Mortgage Files" and, together with the Initial Mortgage Files, the "Mortgage Files"):
(a) (1) 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); or
(2) 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;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS5 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mortgage Sec Corp Mort Pass THR Cert Ser 2002-Ms5)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 above, the Seller has delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments with respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loanbelow, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliver.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (First Horizon Asset Securities Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2003-AR1 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass THR Certs Ser 2003-Ar1)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of “Mortgage File.” In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS “Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File” relating to a Mortgage Loan is a MOM Loan if not included in 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;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer File delivered to the assignee thereof, under Trustee (or the Mortgage Custodian) prior to which or concurrently with the assignment relates); provided that, if execution and delivery hereof (due to a delay on the related Mortgage has not been returned from the applicable public recording office, such assignment part of the Mortgage may exclude the information to be provided by the recording office;
(d) ), the Company shall transmit the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, recorded Mortgage and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Loan, the originals of the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, “Recording Documents”) to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a “Company Officer’s Certificate”) signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer’s Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer’s Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeServicer’s consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Servicer as Custodian of the documents or instruments referred to in this Section 2.05, Section 2.10 or Section 2.13, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage acts and each such interim assignment by reason omissions 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 Seller shall deliver or cause to be delivered such documents Custodian to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded extent (and only to the Trustee or the Custodian on extent) that it would have been liable for such acts and omissions hereunder had such acts and omissions been its behalf (i) from time to time additional original own acts and omissions. Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and other documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In additionPursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee’s behalf with respect to the delivery, receipt, examination, custody and release of the Mortgage Files related to the Mortgage Loans identified in the event Initial Custodial Agreement, as provided therein. The Trustee shall not have any responsibility for the acts or omissions of the Initial Custodian provided however that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller nothing herein shall promptly deliver or cause to be delivered to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or the Custodian on its behalf such original willful misconduct. On or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Servicer shall either cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to “LaSalle Bank National Association, as Custodian/Trustee, without recourse” or to “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-8 Trust, without recourse” by including in the MERS® System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Servicer need not cause the MERS® System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS® System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to in this Section 2.05 or in Section 2.10, and to enter into a Custodial Agreement for such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Datepurpose; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and 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 Custodian shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a true written Custodial Agreement between the Trustee and complete copy each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian that all Mortgage Pool Assets, ortgage Files, and other documents and property held by it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2004-AR7 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar7)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2002-S6 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-S6)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to held by the Trustee for all purposes hereunder. On or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-AR3 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass THR Cert Ser 2002-Ar3)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and related documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "Deutsche Bank National Trust Company, as Trustee, without recourse" or "WaMu Mortgage Pass-Through Certificates Series 2004-AR6 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates Series 2004-Ar6)
Delivery of Mortgage Files. In connection with the transfer and assignment set forth in Section 2.1 aboveNo later than 11:00 p.m., the Seller has delivered or caused New York City time, one (1) Business Day prior to be delivered to the Trustee or to the Custodian on its behalf any Funding Date (or, in the case of the Delay Delivery first 150 Eligible Mortgage LoansLoans delivered in connection with any Funding Date) plus one additional Business Day prior to any Funding Date (for each additional 100 Eligible Mortgage Loans in excess thereof delivered in connection with any Funding Date) (provided, will deliver or cause that, such timing requirements shall be inapplicable in the case of Mortgage Loans already held by the Custodian for any other reason), the Borrower shall release to the Custodian the following original documents pertaining to each Eligible Mortgage Loan to be pledged to the Lender and included in the Borrowing Base on such Funding Date, each of which Mortgage Loans shall be identified in a Mortgage Loan Schedule delivered therewith, in a computer readable format acceptable to the Borrower and the Custodian, with a copy of such Mortgage Loan Schedule delivered to the Trustee Lender (or, if another time is specified below for such release or to the Custodian on its behalf within thirty delivery, at such other time):
(30A) days following the Closing Date) the following documents or instruments with With respect to each Eligible Mortgage Loan so assigned (collectively, the "Mortgage Files"):Loan:
(1a) the The original Mortgage Note bearing all intervening endorsements, endorsed by manual or facsimile signature in blank in the following form: "Pay to the order of ________________, _ without recourse," and signed in the name of the last endorsee (the "Last Endorsee") (in the event that the Mortgage 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 Mortgage 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 [previous name]").
(b) The original of the guarantee executed in connection 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 rightif any).
(c) The original Mortgage with evidence of recording thereon, or a copy thereof together with an Officer's Certificate of the related Borrower, title company, escrow agent or closing attorney certifying that such represents a true and interest correct copy of the party so endorsingoriginal 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 originals of all assumption, as noteholder modification, consolidation or assignee thereofextension agreements (if any) with evidence of recording thereon, or copies thereof together with an Officer's Certificate of the related Borrower, title company, escrow agent or closing attorney certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located (provided, that the Custodian shall have no duty to verify whether any such documents exist).
(e) Except in the case of a MERS Designated Mortgage Loan, the original Assignment of Mortgage in blank for each Mortgage Loan, in form and substance acceptable for recording and signed in the name of the Last Endorsee (in the event that the Mortgage 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 Mortgage NoteLoan 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]"); or.
(2f) Except in the case of a MERS Designated Mortgage Loan, 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 copies thereof together with an Officer's Certificate of the related Borrower, title company, escrow agent or closing attorney certifying that such represent true and correct copies of the originals and that such originals have each been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.
(g) 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; provided, that, notwithstanding anything to the contrary herein, in the case of any Mortgage Loan delivered hereunder, such documents shall be delivered to the Custodian not later than 12:00 noon, New York City time, 14 calendar days following the related Funding Date; provided, further, that the foregoing proviso shall in no way modify the Custodian's duties and reporting obligations otherwise set forth herein or impose additional reporting obligations upon the Custodian.
(h) The original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage Loan; provided, that the Custodian shall have no duty to verify whether any such documents exist.
(i) Solely with respect to any Lost each MERS Designated Mortgage NoteLoan, a lost note affidavit from the Seller stating that MERS Report.
(B) With respect to each Eligible Cooperative Mortgage Loan:
(a) the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage NoteSecurity Agreement;
(b) 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, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans 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 recordedCooperative Shares;
(c) a duly stock power executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording officePerson in whose name the Cooperative Shares are issued;
(d) the original Proprietary Lease or copies of each assumption, modification, written assurance or substitution occupancy agreement, if anyaccompanied by an assignment in blank of such proprietary lease;
(e) either a Recognition Agreement executed by the original or duplicate original title policy (including all riders thereto) with respect Cooperative Corporation, which requires the Cooperative Corporation to recognize the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating rights of the Certificateslender and its successors in interest and assigns, a written commitment or interim binder or preliminary report of under the title issued by the title insurance or escrow company with respect to the Mortgaged Property, and
(f) in the case of a Cooperative Mortgage Loan, the originals accompanied by an assignment of the following documents or instruments:
(1) The Coop Shares, together with a stock power such recognition agreement in blank;
(2f) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement statements with evidence of recording information thereon which have been filed in all places required from the appropriate governmental recording offices if necessary to perfect the Seller's security interest of the Cooperative Mortgage Loan under the Uniform Commercial Code in the Coop Shares and jurisdiction in which the Proprietary LeaseCooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder; and
(6g) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state lawany guarantees, evidencing a complete and unbroken line from if applicable. From time to time, the mortgagee Borrower shall forward to the Trustee with evidence Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that is not a MERS approved by the Borrower, in accordance with the terms of the Loan Agreement, and upon receipt of any such other documents. Subject to the inclusion of these documents within the Custodial Identification Certificate and Mortgage Loan Schedule delivered by the Seller cannot deliver (i) Borrower, upon receipt, the original recorded Mortgage Custodian shall hold such additional documents. With respect to any documents which have been delivered or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution are being delivered to recording offices for recording and delivery hereof because such document or documents have not been returned from to the Borrower in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Borrower shall deliver to Custodian a true copy thereof with an Officer's Certificate of the applicable public recording officeBorrower, the Seller shall promptly deliver title company, escrow agent or cause to be delivered to the Trustee or the Custodian on its behalf closing attorney certifying that such original Mortgage or such interim assignmentcopy is a true, 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, but in no event shall any such delivery of the original Mortgage 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; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller 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 and 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 Seller 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 or cause to be delivered to the Trustee or the Custodian on its behalf a copy of such Mortgage certified by such public recording office to be a true correct and complete copy of the original recorded Mortgageoriginal, which has been transmitted for recordation. In addition, in the event that in connection with any Mortgage Loan the Seller cannot The Borrower shall deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliverwhen they are received.
Appears in 1 contract
Samples: Custodial Agreement (American Home Mortgage Holdings Inc)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian on its behalf a copy of such that all Mortgage certified Pool Assets, Mortgage Files, and related documents and property held by such public recording office to be a true and complete copy it at any time are held by it for the benefit of the original recorded MortgageTrust. In addition, in Pursuant to the event that in connection with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording officeInitial Custodial Agreement, the Seller Initial Custodian shall promptly deliver or cause to be delivered perform responsibilities of the Trustee with respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "U.S. Bank National Association, as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2004-S2 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates Series 2004-S2)
Delivery of Mortgage Files. In connection with the sale, transfer and assignment set forth referred to in Section 2.1 above2.04, the Seller has delivered or caused to be delivered to Company, concurrently with the Trustee or to the Custodian on its behalf (orexecution and delivery hereof, in the case of the Delay Delivery Mortgage Loansdoes deliver to, will deliver and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust. Concurrently with the execution and delivery hereof, the Company shall cause to be filed the Custodian on UCC assignment or amendment referred to in clause (Y)(vii) of the definition of "Mortgage File." In connection with its behalf within thirty (30) days following servicing of Cooperative Loans, the Closing Date) the following documents or instruments Master Servicer will use its best efforts to file timely continuation statements, if necessary, with respect regard to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay financing statement and assignment relating 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); or
(2) 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;
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, Cooperative Loans. In instances where the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage, and any intervening assignment thereof (recorded or in recordable form) required to be included in the case Mortgage File pursuant to the definition of each MERS "Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the File" relating to a Mortgage Loan is a MOM Loan if not included in the Mortgage Loan is File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a MOM Loan or if delay on the Mortgage Loan was not a MOM Loan at originationpart of the recording office), the original Mortgage and Company shall deliver to the assignment thereof to MERS, with evidence of recording indicated thereon, Trustee (or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(cCustodian) a duly executed assignment of the Mortgage in blank fully legible reproduction (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment electronic form) of the original Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;
(e) either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, intervening assignment provided that the originator, the related Lender or the escrow or title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise company which provided closing services in connection with such Mortgage Loan certifies on the rating face of the Certificatessuch reproduction(s) or copy as follows: "Certified true and correct copy of original which has been transmitted for recordation." For purposes hereof, a written commitment transmitted for recordation means having been mailed or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect otherwise delivered for recordation to the Mortgaged Property, and
(f) in the case of a Cooperative Loanappropriate authority. In all such instances, the originals of Company shall transmit the following documents or instruments:
(1) The Coop Shares, together with a stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) 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 original recorded Mortgage and the Proprietary Lease; and
(6) 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 any intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form) (collectively, "Recording Documents") to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a form suitable delay on the part of the recording office where any such Recording Documents have been delivered for recordation), the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a "Company Officer's Certificate") signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents Recording Documents have still not been returned from received by the applicable public recording office, the Seller shall promptly deliver or cause to be Company and delivered to the Trustee (or the Custodian on Custodian) by the date specified in its behalf previous Company Officer's Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such original date an additional Company Officer's Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian). For Mortgage or such interim assignmentLoans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, as the case may beCompany, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10. The Trustee is authorized, with evidence of recording indicated thereon upon receipt thereof from the public recording officeMaster Servicer's consent, to appoint any bank or a copy thereof, certified, if appropriate, trust company approved by the relevant recording office, but in no event shall any such delivery each of the original Mortgage Company and each the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such interim assignment or a copy thereofpurpose, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date; provided, however, in that the event Trustee shall be and remain liable for the Seller is unable to deliver or cause to be delivered by such date each Mortgage and each such interim assignment by reason acts 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 Seller shall deliver or cause to be delivered such documents Custodian only to the Trustee or the Custodian on extent that it is responsible for its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Dateown acts hereunder. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original Any documents evidencing an assumption or modification of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller Company or the Master 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 and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent documentCustodian, because only a copy of the Mortgage can if any, shall be delivered with the instrument of satisfaction or reconveyance, the Seller shall execute and deliver or cause deemed 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 or cause to be have been delivered to the Trustee or for all purposes hereunder; and any documents held by the Custodian on its behalf a copy of such Mortgage certified by such public recording office Custodian, if any, shall be deemed to be a true and complete copy held by the Trustee for all purposes hereunder. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the original recorded Mortgage. In addition, in the event that in connection Trustee with any Mortgage Loan the Seller cannot deliver or cause to be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered respect to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurerdelivery, but in no event shall any such delivery receipt, examination and custody of the original Mortgage Files on the Trustee's behalf, as provided therein. On or duplicate original lender's title policy be made later than one year following the Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered by such date the original or duplicate original lender's title policy (together with all riders thereto) because the related Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, the Seller Master Servicer shall either cause the MERS(R) System to indicate that each MERS Loan, if any, has been assigned to "State Street Bank and Trust Company, as Custodian/Trustee, without recourse" or to "WaMu Mortgage Pass-Through Certificates Series 2002-S3 Trust, without recourse" by including in the MERS(R) System computer files (ia) deliver or cause the code necessary to be delivered to identify the Trustee or and (b) the Custodian on its behalf code necessary to identify the series of the Certificates issued in connection with such Mortgage File as required pursuant to this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage Loan, which substitution or repurchase shall be accomplished in the manner and subject to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), Loans; provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentenceevent the Company acquired such Mortgage Loans from an affiliate of the Company, then the Seller shall use its best reasonable efforts Master Servicer need not cause the MERS(R) System to effect or cause to be effected a substitution, rather than a repurchase of, indicate such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof assignment. The Master Servicer shall not apply alter the codes referenced in this paragraph with respect to any MERS Loan during the initial delivery term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the Mortgage File for such Delay Delivery Mortgage Loan, but rather MERS(R) System in accordance with the Seller shall have five (5) Business Days to cure or cause to be cured such failure to deliverterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-S3)
Delivery of Mortgage Files. In connection with On or before the transfer and assignment set forth in Section 2.1 abovedate hereof (the "REMIC Closing Date"), the Seller has shall have delivered or caused to be delivered to the Trustee or to the Custodian on its behalf (or, in the case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the Trustee or to the Custodian on its behalf within thirty (30) days following the Closing Date) the following documents or instruments specified below with respect to each Mortgage Loan so assigned (collectivelyeach a "Mortgage File") to [Name of Trustee] (acting in such capacity, the "Mortgage FilesCustodian"):
(1) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: "Pay ), pursuant to the order of [Tri-Party Custody Agreement] dated ________ ______ __, 199_, as amended (the "Custody Agreement") and the Custodial Agreement, dated ____________ 1, 199_____, in each case among WMC, the Seller and the Custodian. Each Mortgage File contains 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 [Name of Trustee], as trustee for holders of WMC Secured Assets Corp., Mortgage Pass-Through Certificates, 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); or
(2) 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";
(b) except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage mortgage or a copy deed of such Mortgage certified by trust ("Mortgage"), naming the Seller as being 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 the 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 underlying property securing the Mortgage Loan (the "Mortgaged Property") is located (or, in lieu of the original of the recorded Mortgage, a true and complete duplicate or conformed copy of the 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 to the title insurance company for recordation in the case appropriate governmental recording office of each MERS Mortgage Loanthe 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 Mortgage, noting and that such original has been submitted for recordation in the presence appropriate governmental recording office of the MIN jurisdiction where the Mortgaged Property is located);
(c) an original assignment of the Mortgage Loans and either language indicating that executed by the Seller, without recourse, to "[Name of Trustee], as trustee for holders of WMC Secured Assets Corp., 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 originationPass-Through Certificates, the original Mortgage and the assignment thereof to MERSwithout recourse, with evidence of recording indicated thereon, and the original of any intervening assignment 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 or the Originator certifying that such copy represents a true and correct copy of the original and that such original has been submitted to the title insurance company 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 Mortgage certified by original and that such original has been submitted for recordation in the public appropriate governmental recording office in which such Mortgage has been recorded;
(c) a duly executed assignment of the Mortgage in blank (which may be included in a blanket assignment or assignmentsjuris diction where the Mortgaged Property is located), together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;
(d) the original or copies of each assumptionlender's title insurance policy, modification, written assurance or substitution agreementor, if anysuch policy has not been issued, any one of an original or a copy of the preliminary title report, title binder or title commitment on the Mortgaged Property with the original policy of the insurance to be delivered promptly following the receipt thereof;
(e) either the original of any assumption, modification, extension or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property, andguaranty agreement;
(f) in the case original or a copy of a Cooperative Loanthe private mortgage insurance policy or original certificate of private mortgage insurance, if applicable;
(g) if the mortgage note, the originals Mortgage, any assignment of Mortgage or any other related document has been signed by a person on behalf of the following documents mortgagor, the original power of attorney or instruments:
(1) The Coop Sharesother 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 stock power in blank;
(2) The executed Security Agreement;
(3) The executed Proprietary Lease;
(4) The executed Recognition Agreement;
(5) The executed UCC-1 financing statement with evidence certification of recording thereon which have been filed in all places required to perfect an officer of the Seller's interest in Seller or of the Coop Shares applicable title insurance company or escrow company certifying that such copy represents a true and correct copy of the Proprietary Leaseoriginal; and
(6h) Executed UCC-3 financing statements The original or other appropriate UCC financing statements required a copy of the Certificate of Pool Insurance issued by state lawGEMICO, evidencing a complete and unbroken line from UGI or PMI, if applicable. Within five days of the mortgagee to receipt by the Trustee Seller of the Assignment of Mortgage with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver (i) the original recorded Mortgage or (ii) all interim recorded assignments satisfying the requirements of clause (b) or (c) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Seller shall promptly deliver or cause to be delivered to the Trustee or the Custodian on its behalf 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 officerecordation thereon, or a copy thereof, certified, if appropriate, thereof certified by the relevant applicable recording office, but in no event shall any such delivery of the original Mortgage and each such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following 120 days after the REMIC Closing Date; provided, however, in the event the Seller is unable to deliver or cause to be delivered 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 Seller shall deliver or cause to be delivered such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Seller shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (i) from time to time additional original documents evidencing an assumption or modification Assignment of a Mortgage Loan and (ii) any other documents required to be delivered by the Seller to the Trustee. In the event that the original Mortgage recorded Assignment of Mortgage, or a certified copy thereof, is not delivered and to the Trustee within 120 days of the REMIC Closing Date, the Seller shall be obligated to repurchase or substitute the related Mortgage Loan as provided in Section 3. The Seller will also pay the fees of the Trustee incurred in connection with the payment removal and replacement of each Assignment of Mortgage delivered for recording, as well as the fees of the Trustee incurred in full connection with the addition of any title insurance policy or recorded Mortgage to the related Mortgage Loan and the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent document, because only a copy File. Within five days of the Mortgage can be delivered with Seller's receipt thereof, but in no event later than 120 days after the instrument of satisfaction or reconveyance, the Seller 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 officeREMIC Closing Date, the Seller shall deliver or cause to be the Trustee: (i) the original recorded Mortgage in those instances where an original was not delivered to the Trustee or the Custodian on its behalf a copy or prior to the applicable Purchase Date; (ii) the original policy of such Mortgage certified by such public recording office to be title insurance or a true and complete correct copy thereof in those instances where a marked up commitment (binder) to issue such policy or preliminary policy was delivered to the Custodian; and (iii) any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing the original recorded Mortgageassumption or modification of any Mortgage Loan. In additionSubject to the next succeeding sentence, in the event that in connection the Seller is not able to deliver with any respect to a given Mortgage Loan the Seller cannot deliver or cause documents referred to in the above paragraph within 120 days of the REMIC Closing Date, such Mortgage Loan shall be delivered the original or duplicate original lender's title policy (together with all riders thereto), satisfying the requirements of clause (v) above, concurrently with the execution and delivery hereof because the related Mortgage has not been returned from the applicable public recording office, repurchased by the Seller shall promptly deliver or cause in the manner provided in Section 3. With respect to be delivered to the Trustee or the Custodian on its behalf such original or duplicate original lender's title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, but in no event shall any such delivery of the original or duplicate original lender's title policy be made later than one year following the Closing Date; provided, howeverMortgage Loan, in the event that the Seller is unable to deliver or cause to be delivered by such date the original recorded Mortgage, the original recorded Assignment of Mortgage, any recorded intervening assignments of the Mortgage or any assumption or modification agreement or the original policy of title insurance, duplicate original lender's title policy or a true and correct copy thereof within the applicable time period and such failure of timely delivery (together with all riders theretoi) because is solely the related Mortgage has not been returned result of a delay caused by the appropriate recording office, in the case of the Mortgage, the Assignment of Mortgage, any intervening assignments of Mortgage or any assumption and modification agreements, or (ii) is solely the result of acts or omissions on the part of the applicable title insurance company, in the case of the title insurance policy, then the Seller shall be afforded additional time to deliver such document or documents; provided that such document or documents shall be delivered within the time period required by the applicable Pooling and Servicing Agreement. The Seller shall deliver to the Master Servicer or its designee all original documents relating to the Mortgage Loans that are not delivered to the Depositor or the Trustee, other than original documents required to be held by the Seller pursuant to applicable mortgage lending laws, rules and regulations of the jurisdiction in which the Mortgaged Property is located (in lieu of which the Seller shall deliver or cause to be delivered such documents to photocopies). In the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in event that any event, within 720 days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, within thirty days after the Closing Date, original document held by the Seller shall either (i) deliver or cause to be delivered to the Trustee or the Custodian on its behalf the Mortgage File as is required pursuant to the terms of this Section 3.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute or cause to be substituted a Substitute part of a Mortgage Loan for the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery Mortgage LoanFile, which substitution or repurchase such document shall be accomplished in the manner and subject delivered promptly to the conditions set forth in Section 4.1 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section 4.1), provided, however, that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day period provided in the prior sentence, the Seller shall use its best reasonable efforts to effect or cause to be effected a substitution, rather than a repurchase of, such Deleted Mortgage Loan and provided further that the cure period provided for in Section 4.1 hereof 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 or cause to be cured such failure to deliverTrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WMC Secured Assets Corp)