Common use of Escrow Documents Clause in Contracts

Escrow Documents. It shall, on or prior to the ninetieth day following the Closing Date and each Transfer Date, as applicable, deliver or cause the delivery to the Securitization Custodian of the following: (I) with respect to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Mortgage Loans, an original recorded Assignment of Mortgage (which may be a part of a blanket assignment of more than one Mortgage Loan or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title from Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Originator and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (II) with respect to each post-July 2004 Oak N' Spruce Loan listed on the related Schedule of Oak N' Spruce Loans, a file-stamped Oak N' Spruce Financing Statement evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' Spruce Loan as debtor, naming the Originator as secured party/assignor, and by naming the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee (or, in the alternative, in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); (III) with respect to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Collateral, an original recorded Reassignment of Mortgage (which may be a part of a blanket reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title from the Prior Secured Party to the Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Prior Secured Party, the Originator, Issuer and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (IV)(a) with respect to each pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Collateral, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor, and (b) with respect to each post-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Oak N' Spruce Loans, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor (or, with respect to clauses (IV)(a) and (b) hereof, such Oak N' Spruce Financing Statement Amendment may be delivered in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); and (V) all other recorded and/or filed documents provided under the Escrow Agreement.

Escrow Documents. It Originator shall, on or prior to the ninetieth day following the Closing Date and each Transfer Date, as applicable, deliver or cause the delivery to the Securitization Custodian of the following: (I) with respect to each Mortgage Loan and pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Mortgage Loans, an original recorded Assignment of Mortgage (which may be a part of a blanket assignment of more than one Mortgage Loan or pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan), showing a complete chain of title from Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Originator and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (II) with respect to each post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Oak N' ’ Spruce Loans, a file-stamped Oak N' ’ Spruce Financing Statement evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, naming the Originator as secured party/assignor, and by naming the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee (or, in the alternative, in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); (III) with respect to each Mortgage Loan and pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Collateral, an original recorded Reassignment of Mortgage (which may be a part of a blanket reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan), showing a complete chain of title from the Prior Secured Party to the Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Prior Secured Party, the Originator, Issuer and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (IV)(a) with respect to each pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Collateral, a file-stamped Oak N' ’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor, and (b) with respect to each post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Oak N' ’ Spruce Loans, a file-stamped Oak N' ’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor (or, with respect to clauses (IV)(a) and (b) hereof, such Oak N' ’ Spruce Financing Statement Amendment may be delivered in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); and (V) all other recorded and/or filed documents provided under the Escrow Agreement.

Escrow Documents. It shall, on or prior to the ninetieth day following the Closing Date and each Transfer Date, as applicable, deliver or cause the delivery to the Securitization Custodian of the following: (I) with respect to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Mortgage Loans, an original recorded Assignment of Mortgage (which may be a part of a blanket assignment of more than one Mortgage Loan or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title from Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Originator and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (II) with respect to each post-July 2004 Oak N' Spruce Loan listed on the related Schedule of Oak N' Spruce Loans, a file-stamped Oak N' Spruce Financing Statement evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' Spruce Loan as debtor, naming the Originator as secured party/assignor, and by naming the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee (or, in the alternative, in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); (III) with respect to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's CollateralCollateral provided by the Seller, an original recorded Reassignment of Mortgage (which may be a part of a blanket reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title from the Prior Secured Party to the Originator Seller to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Prior Secured PartySeller, the Originator, Issuer Purchaser and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; , (IV)(aII)(a) with respect to each pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's CollateralCollateral provided by the Seller, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party “Wxxxx Fargo Bank, National Association as Trustee for UBS Real Estate Securities Inc., as Noteholder,” as the assignor, and (b) with respect to each post-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Oak N' Spruce LoansLoans provided by the Seller, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party “Wxxxx Fargo Bank, National Association as Trustee for UBS Real Estate Securities Inc., as Noteholder,” as the assignor (or, with respect to clauses (IV)(a) and (b) hereofin the alternative, such Oak N' Spruce Financing Statement Amendment may be delivered in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); , and (VIII) all other recorded and/or filed documents provided under the Escrow Agreement.

Escrow Documents. It The Servicer shall, on or prior to the ninetieth day following the Closing Date and each Transfer Date, as applicable, deliver or cause the delivery to the Securitization Custodian of the following: (I) with respect to each Mortgage Loan and pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Mortgage LoansPrior Secured Party’s Collateral provided by the Seller, an original recorded Assignment Reassignment of Mortgage (which may be a part of a blanket assignment reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan), showing a complete chain of title from Originator the Prior Secured Party to Seller to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Originator Seller, Purchaser and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; , (IIII)(a) with respect to each pre-July 0000 Xxx X’ Spruce Loan listed on the Schedule of Prior Secured Party’s Collateral provided by the Seller, a file-stamped Oak N’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 0000 Xxx X’ Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and “Xxxxx Fargo Bank, National Association as Trustee for UBS Real Estate Securities Inc., as Noteholder,” as the assignor, and (b) with respect to each post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party’s Oak N' ’ Spruce LoansLoans provided by the Seller, a file-stamped Oak N' ’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, naming the Originator as secured party/assignor, and by naming the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee assignee, and “Xxxxx Fargo Bank, National Association as Trustee for UBS Real Estate Securities Inc., as Noteholder,” as the assignor (or, in the alternative, such Oak N’ Spruce Financing Statement Amendment may be in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); (III) with respect to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Collateral, an original recorded Reassignment of Mortgage (which may be a part of a blanket reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title from the Prior Secured Party to the Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Prior Secured Party, the Originator, Issuer and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (IV)(a) with respect to each pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Collateral, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor, and (b) with respect to each post-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Oak N' Spruce Loans, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor (or, with respect to clauses (IV)(a) and (b) hereof, such Oak N' Spruce Financing Statement Amendment may be delivered in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); and (VIII) all other recorded and/or filed documents provided under the Escrow Agreement.

Escrow Documents. It shall, on or prior to the ninetieth day following the Closing Date and each Transfer Date, as applicable, deliver or cause the delivery to the Securitization Custodian of the following: (I) with respect to each Mortgage Loan and pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Mortgage Loans, an original recorded Assignment of Mortgage (which may be a part of a blanket assignment of more than one Mortgage Loan or pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan), showing a complete chain of title from Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Originator and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (II) with respect to each post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Oak N' ’ Spruce Loans, a file-stamped Oak N' ’ Spruce Financing Statement evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, naming the Originator as secured party/assignor, and by naming the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee (or, in the alternative, in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); (III) with respect to each Mortgage Loan and pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Collateral, an original recorded Reassignment of Mortgage (which may be a part of a blanket reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan), showing a complete chain of title from the Prior Secured Party to the Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Prior Secured Party, the Originator, Issuer and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (IV)(a) with respect to each pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Collateral, a file-stamped Oak N' ’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor, and (b) with respect to each post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Oak N' ’ Spruce Loans, a file-stamped Oak N' ’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor (or, with respect to clauses (IV)(a) and (b) hereof, such Oak N' ’ Spruce Financing Statement Amendment may be delivered in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); and (V) all other recorded and/or filed documents provided under the Escrow Agreement.

Escrow Documents. It shall, on or prior to the ninetieth day following the Closing Date and each Transfer Date, as applicable, deliver or cause the delivery to the Securitization Custodian of the following: (I) with respect to each Mortgage Loan and pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Mortgage LoansPrior Secured Party’s Collateral provided by the Seller, an original recorded Assignment Reassignment of Mortgage (which may be a part of a blanket assignment reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan), showing a complete chain of title from Originator the Prior Secured Party to Seller to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Originator Seller, Purchaser and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; , (IIII)(a) with respect to each pre-July 0000 Xxx X’ Spruce Loan listed on the Schedule of Prior Secured Party’s Collateral provided by the Seller, a file-stamped Oak N’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 0000 Xxx X’ Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and “Xxxxx Fargo Bank, National Association as Trustee for UBS Real Estate Securities Inc., as Noteholder,” as the assignor, and (b) with respect to each post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party’s Oak N' ’ Spruce LoansLoans provided by the Seller, a file-stamped Oak N' ’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, naming the Originator as secured party/assignor, and by naming the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee assignee, and “Xxxxx Fargo Bank, National Association as Trustee for UBS Real Estate Securities Inc., as Noteholder,” as the assignor (or, in the alternative, such Oak N’ Spruce Financing Statement Amendment may be in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); (III) with respect to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Collateral, an original recorded Reassignment of Mortgage (which may be a part of a blanket reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title from the Prior Secured Party to the Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Prior Secured Party, the Originator, Issuer and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (IV)(a) with respect to each pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Collateral, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor, and (b) with respect to each post-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Oak N' Spruce Loans, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor (or, with respect to clauses (IV)(a) and (b) hereof, such Oak N' Spruce Financing Statement Amendment may be delivered in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); and (VIII) all other recorded and/or filed documents provided under the Escrow Agreement.

Escrow Documents. It shall7. The Escrow Agent will hold the Milestone 2 Escrow Documents in escrow and undelivered and shall deliver and release the Milestone 2 Escrow Documents: (a) to the respective Shareholders not later than 10 business days after receipt by the Escrow Agent of a statutory declaration sworn by an officer of Foro (the “Milestone 2 Statutory Declaration”) stating that the Escrow Release Event, including without limitation the achievement of Milestone 2, for the release of the Milestone 2 Escrow Shares has occurred; (b) to the Company if the Escrow Agent has not received the Milestone 2 Statutory Declaration sworn by an officer of Foro on or before the Milestone 2 Date, within 10 business days following the receipt by the Escrow Agent of a statutory declaration of the Company stating that the Escrow Release Event for the release of the Milestone 2 Escrow Shares has not occurred, unless prior to the ninetieth expiry of the 10 business day following period referred to in subsection (a) above or subsection (b) above, as applicable, a Dispute Notice (as defined in Section 11) has been received by the Closing Date Escrow Agent, and in such event, any statutory declaration received by the Escrow Agent subsection 7(a) above or subsection 7(b) above, as applicable, shall be inoperative until a final determination is made in accordance with Section 11. 8. Upon receipt of the Milestone 2 Statutory Declaration pursuant to Section 7(a) or a statutory declaration sworn by the Company pursuant to Section 7(b), the Escrow Agent shall forthwith give notice in writing to the Company or Ali Saheli, as applicable, of such receipt and shall send with such notice a copy of such Milestone 2 Statutory Declaration to the Company or Ali Saheli, as applicable. 9. During the period that the Milestone 1 Escrow Shares are held by the Escrow Agent, the Shareholders shall be entitled: (a) subject to the provisions of the British Columbia Business Corporations Act, to exercise all voting rights with respect to the Milestone 2 Escrow Shares for all purposes not inconsistent with the terms of the Share Exchange Agreement or this Agreement; and (b) subject to the provisions of the British Columbia Business Corporations Act, to receive all dividends and other distributions in respect of the Fee Shares made in compliance with the provisions of the Share Exchange Agreement and this Agreement; provided, however, that the certificate for any share representing stock dividends or distributions in respect of the Milestone 2 Escrow Shares or resulting from a subdivision, revision or reclassification of the Milestone 1 Escrow Shares, or received in exchange for the Milestone 2 Escrow Shares as a result of an amalgamation or merger, shall be pledged and deposited with the Escrow Agent hereunder. 10. All dividends paid to the Shareholders in respect of the Milestone 2 Escrow Shares shall be held in escrow by the Escrow Agent for the benefit of the Shareholders and shall be paid to the Shareholders concurrently with release of the Milestone 2 Escrow Shares. If the Milestone 2 Escrow Documents are released by the Escrow Agent to the Company pursuant to subsection 3(a), any dividends received by the Escrow Agent from the Company in respect of the Milestone 2 Escrow Shares shall be remitted by the Escrow Agent to the Company. 11. If Ali Saheli or the Company (each Transfer Datebeing a “Requesting Party”) delivers a statutory declaration pursuant to Section 3 or 7 hereof and the Company or Ali Saheli, as applicable (each being the “Disputing Party”) disputes whether the preconditions for delivery of the Milestone 1 Escrow Shares or the Milestone 2 Escrow Shares, as applicable, or if applicable portion thereof, to the Shareholders have been fulfilled or disputes the accuracy of the statutory declaration filed by Requesting Party, as applicable, then the Disputing Party shall within 10 business days of having received notice of the Escrow Agent’s receipt of the statutory declaration under Section 3 or Section 7 hereof, as applicable, deliver or cause the delivery a written notice to the Securitization Custodian Escrow Agent and to Company (a “Dispute Notice”) demanding that the Escrow Agent not deliver the applicable Milestone 1 Escrow Shares or Milestone 2 Escrow Shares to the Shareholders or the Company, as applicable, and stating the basis therefore. If a Dispute Notice is received by the Escrow Agent within the 10 business day period provided for herein, the Escrow Agent shall not deliver the applicable Milestone 1 Escrow Shares or Milestone 2 Escrow Shares until it shall have received one of the following: : (Ia) with respect joint written instructions to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed on deliver the related Schedule of Mortgage Loans, an original recorded Assignment of Mortgage (which may be a part of a blanket assignment of more than one Mortgage Loan applicable Milestone 1 Escrow Shares or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title from Originator to the Securitization Indenture Trustee Milestone 2 Escrow Shares signed on behalf of the Securitization Noteholders signed Company and by an Authorized Officer Ali Saheli; or (b) a copy of a final judgment, order or decree of a court of competent jurisdiction that is no longer subject to appeal, stay, review, rehearing or reconsideration under applicable law. (a “Final Order”). Upon receipt of any such joint instructions or Final Order directing or requiring delivery of the Originator Milestone 1 Escrow Shares or Milestone 2 Escrow Shares, as applicable, the Escrow Agent shall deliver the Milestone 1 Escrow Shares or Milestone 2 Escrow Shares, as applicable in accordance with the terms of such instructions or Final Order. 12. Any notice or other document required to be given or sent hereunder by any party shall be deemed to have been well and each intervening sufficiently given if mailed by prepaid registered mail, transmitted by facsimile transmission or delivered at the address/facsimile number of the other party with evidence hereinafter set forth: To the Company: Fundamental Applications Corp. 242 – 000 Xxxx Xxxxxx Xxxxxx Vancouver, BC V6B 6H5 Attention: Xxxxxx Xxxxxx Email: xxxxxx@xxxxxxxxxx.xxx To the Shareholders: c/o Foro Technologies Inc. 605 – 0000 Xxxxxx Xxxxxx Vancouver, BC V6G 1E6 Attention: Ali Saheli Email: xxx@xxxxxxxx.xxx or to such other address as the other party may from time to time direct in writing, and any such notice shall be deemed to have been received, if mailed or sent by facsimile transmission, 72 hours after the time of proper recordation mailing or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (II) with respect to each post-July 2004 Oak N' Spruce Loan listed on electronic transmission, and if delivered, upon the related Schedule date of Oak N' Spruce Loansdelivery. If normal mail service or electronic transmission is interrupted by strike, slowdown or other cause, a file-stamped Oak N' Spruce Financing Statement evidencing notice sent by the security interest impaired means of communication will not be deemed to be received until actually received, and the Securitization Indenture Trustee party sending the notice shall utilize any other such services which have not been so interrupted or shall deliver such notice in order to ensure prompt receipt thereof. 13. The acceptance by the Escrow Agent of its duties and its assigns by naming obligations under this Agreement is subject to the Obligor following terms and conditions, which the parties to this Agreement agree will govern and control with respect to the related post-July 2004 Oak N' Spruce Loan Escrow Agent's rights, duties, liabilities and immunities: (a) the Escrow Agent in its capacity as debtor, naming the Originator as secured party/assignor, and by naming the Securitization Indenture Trustee on behalf Escrow Agent will be deemed to have no notice or knowledge of the Securitization Noteholders as contents of the secured party/assignee (or, Escrow Documents delivered hereunder and will have no responsibility in respect of loss of the Escrow Documents except the duty to exercise the same responsibility in the alternativesafekeeping thereof that it would exercise if the Escrow Documents were the property of the Escrow Agent; (b) the Escrow Agent will be protected in acting upon any written notice, request, waiver, consent, receipt, statutory declaration or other paper or document furnished to it and signed by the Company or its duly authorized signatory(ies) or the Shareholders, as applicable, not only concerning such person’s due execution and the validity and effectiveness of its provisions but also concerning the truth and acceptability of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be; (c) except for acts of gross negligence or fraud, the Escrow Agent will not be liable for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law; (d) the Escrow Agent may but is not obliged to consult with and obtain advice from legal counsel in the form event of an electronic spreadsheet submitted any questions concerning any of the provisions hereof or its duties hereunder and will incur no liability and will be fully protected in acting in good faith whether or not in accordance with the opinion and instructions of that counsel; (e) the Escrow Agent will have no duties except those that are expressly set out herein and will not be bound by any notice of a claim or demand with respect thereto or any waiver, modification, amendment, termination or rescission of this Agreement unless received in writing and signed by the Company and the Shareholders and, if its duties herein are affected, unless the Escrow Agent has given its written consent thereto; (f) the Escrow Agent may resign from its duties and responsibilities provided it gives each of the Company and the Shareholders 10 days’ written notice (the ''Notice") and on receipt of the Notice, the Company and the Shareholders will within that 10-day period jointly advise the Escrow Agent of a replacement escrow agent and instruct the Escrow Agent to deliver all the Escrow Documents to the Securitization Custodian directly replacement escrow agent; (g) if the Company and the Shareholders fail to agree on the replacement escrow agent within 10 days of the Notice, the replacement escrow agent will be selected by a third party service company listing single arbitrator under the filing numberprovisions of the British Columbia Commercial Arbitration Act and this Agreement will be deemed to be a submission thereto. Upon the replacement escrow agent being so selected, date the Company and the Shareholders shall be deemed to have instructed the Escrow Agent to deliver all Escrow Documents to the replacement escrow agent and the Escrow Agent shall forthwith comply with such instructions; (h) the Escrow Agent will continue to be bound by this Agreement until a replacement escrow agent is determined and the Escrow Agent receives from the Company and the Shareholders instructions to deliver the Escrow Documents to that replacement escrow agent; (i) if the Escrow Agent shall be aware of filingdemands or adverse claims in connection with the Escrow Documents, debtor the Escrow Agent may, notwithstanding anything to the contrary contained herein, at its sole discretion refuse to take any steps required of it under this Agreement and secured party and accompanied in so refusing may make no delivery of the Escrow Documents until the demands or adverse claims have been settled by all interested parties or until a certification court of filing by the third party service company); (III) with respect to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed competent jurisdiction has ruled on the related Schedule matter and in so refusing to act the Escrow Agent shall not be or become liable in any way to any party; (j) without limiting or affecting any protection or indemnity contained in this Agreement, the Company and the Shareholders shall jointly and severally indemnify and save the Escrow Agent harmless from and against any and all liability, loss, cost, damages, claims, demands, suits, actions, expenses and disbursements of Prior Secured Party's Collateral, an original recorded Reassignment of Mortgage (whatever kind and nature which may be a part of a blanket reassignment of more than one Mortgage Loan incurred by, imposed upon, asserted against or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title demanded from the Prior Secured Party Escrow Agent in connection with the performance of its duties hereunder other than those arising from the gross negligence or fraud of the Escrow Agent. 14. The Company will be liable for and shall pay the reasonable fees and expenses of the Escrow Agent in connection with the performance of its duties hereunder and in connection with any proceedings in which the Escrow Agent is involved as a result of agreeing to be act as an escrow agent pursuant to this Agreement. The Company and the Shareholders acknowledge that the Escrow Agent acts for the Company on various matters, such that a conflict may arise. The Company and the Shareholders hereby waive any conflict and acknowledge that should a disagreement arise between the Company and the Shareholders, the Escrow Agent shall not represent either of the Parties and the Parties will be referred to independent counsel. 15. Notwithstanding any terms of this Agreement, and in particular without limitation those in Section 13, the Escrow Agent may assign its rights and obligations hereunder to a substitute escrow agent at any time without prior notice or consent of the Company and the Shareholders or both. Upon receipt of the substitute escrow agent's written undertaking to assume all liabilities and obligations of the Escrow Agent hereunder, the Escrow Agent will deliver the Escrow Documents to the Originator substitute escrow agent and will thereupon be relieved of all such liabilities and obligations except the obligations to provide the Company and the Shareholders with notice of such assignment and a copy of the substitute escrow agent's undertaking forth with upon receipt of such undertaking. Any substitute escrow agent must be either a solicitor practicing in a firm of not less than 10 members in the city of Vancouver, British Columbia, or a trust company, bank or other entity licensed to carry on a trust or banking business in Canada. 16. The parties acknowledge that the Escrow Agent is a law firm, which acts for the Company and that it may continue to act as such during the term of this Agreement and before and after any assignment of its rights and obligations hereunder to a replacement escrow agent. The Escrow Agent will be deemed not to be in conflict by virtue of its holding the Escrow Documents or performing its duties hereunder. 17. If the Escrow Agent fails or refuses to act hereunder, the Company may appoint a substitute escrow agent provided such escrow agent is either a solicitor practicing in a firm of not less than 3 members in the City of Vancouver, British Columbia, or a trust company, bank or other entity licensed to carry on a trust or banking business in Canada. 18. Except as expressly provided herein, the rights, powers and remedies of each of the parties are cumulative and not exclusive of any right, power or remedy that may be available to the Securitization Indenture Trustee on behalf party under the Share Exchange Agreement, at law or in equity. 19. Time is of the Securitization Noteholders signed by an Authorized Officer essence of this Agreement and every provision thereof. 20. When used herein the singular shall include the plural and vice versa, words importing gender shall be deemed to include the other gender or the body corporate and words importing the body corporate shall be deemed to include either gender. All legal rights and obligations hereunder shall be determined in accordance with the law of the Prior Secured Partyprovince of British Columbia, Canada. Any reference to any statute or ordinance shall be deemed to be a reference to such statute or ordinance as it may be amended or replaced with similar legislation from time to time. 21. This Agreement shall ensure to the benefit of and be binding upon the Company, the Originator, Issuer and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (IV)(a) with respect to each pre-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Collateral, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assigneeShareholders, and the Prior Secured Party as the assignorEscrow Agent and their respective heirs, executors, administrators, representatives, successors and (b) with respect to each post-July 2004 Oak N' Spruce Loan listed on the related Schedule of Prior Secured Party's Oak N' Spruce Loans, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor (or, with respect to clauses (IV)(a) and (b) hereof, such Oak N' Spruce Financing Statement Amendment assigns. 22. This Agreement may be executed in counterparts and delivered in the by facsimile transmission or other form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); and (V) all other recorded and/or filed documents provided under the Escrow Agreementcommunication.

Escrow Documents. It shall, on or prior to the ninetieth day following the Closing Date and each Transfer Date, as applicable, deliver or cause the delivery to the Securitization Custodian of the following: (I) with respect to each Mortgage Loan and pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Mortgage Loans, an original recorded Assignment of Mortgage (which may be a part of a blanket assignment of more than one Mortgage Loan or pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan), showing a complete chain of title from Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Originator and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; (II) with respect to each post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Oak N' ’ Spruce Loans, a file-stamped Oak N' ’ Spruce Financing Statement evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, naming the Originator as secured party/assignor, and by naming the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee (or, in the alternative, in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); (III) with respect to each Mortgage Loan and pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Collateral, an original recorded Reassignment of Mortgage (which may be a part of a blanket reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan), showing a complete chain of title from the Prior Secured Party to the Originator to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Prior Secured Party, the Originator, Issuer and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation; Securitization (IV)(aa) with respect to each pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Collateral, a file-stamped Oak N' ’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor, and (b) with respect to each post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan listed on the related Schedule of Prior Secured Party's ’s Oak N' ’ Spruce Loans, a file-stamped Oak N' ’ Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' 0000 Xxx X’ Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and the Prior Secured Party as the assignor (or, with respect to clauses (IV)(a) and (b) hereof, such Oak N' ’ Spruce Financing Statement Amendment may be delivered in the form of an electronic spreadsheet submitted to the Securitization Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company); and (V) all other recorded and/or filed documents provided under the Escrow Agreement.