Common use of Possession of Related Documents Clause in Contracts

Possession of Related Documents. In connection with the foregoing conveyance of the Transferred Assets, each Seller and the Trustee agree that the related Seller shall retain possession of the applicable Mortgage Files and other Related Documents, as custodian for and on behalf of the Trustee and the Certificateholders so long as (i) the long-term senior unsecured debt of HSBC Finance Corporation is assigned ratings of at least “BBB” by Fitch, “Baa3” by Xxxxx’x and “BBB-” by Standard and Poor’s (or such lower rating acceptable and assigned by Xxxxx’x, Standard and Poor’s and Fitch) and (ii) such Seller remains an Affiliate of HSBC Finance. At such time as either of the conditions specified in the preceding sentence is not satisfied, as promptly as practicable, but in no event more than 90 days thereafter in the case of clause (i) below and 60 days in the case of clause (ii) below, each Seller shall (i) either (x) record an Assignment of Mortgage in favor of the Trustee, on behalf of the Trust (which may be a blanket assignment if permitted by applicable law), with respect to each of the Home Equity Loans being serviced by such Seller in the appropriate real property or other records or (y) deliver to the Trustee the assignment of such Mortgage in favor of the Trustee, on behalf of the Trust, in form for recordation, together with an Opinion of Counsel addressed to the Trustee to the effect that recording is not required to protect the Trust’s right, title and interest in and to the related Home Equity Loans or to perfect a first priority security interest in favor of the Trustee, on behalf of the Trust, in the related Home Equity Loans, which Opinion of Counsel also shall be reasonably acceptable to each of the Rating Agencies and the Trustee (each of which as evidenced in writing), and (ii) unless an Opinion of Counsel, reasonably acceptable to each of the Rating Agencies and the Trustee (each of which as evidenced in writing) is delivered to the Trustee to the effect that delivery of the Mortgage Files is not necessary to protect the Trust’s right, title and interest in and to the related Home Equity Loans or to perfect a first priority security interest in favor of the Trustee, on behalf of the Trust, in the related Home Equity Loans that will be prior to all other present and future claims in the related Home Equity Loans, deliver the related Mortgage Files to the Trustee to be held by the Trustee in trust for the use and benefit of all present and future Certificateholders. Each Seller hereby agrees that in the event that the Depositor is required to repurchase a Home Equity Loan from the Trustee pursuant to the Pooling and Servicing Agreement or a Seller is required to repurchase a Home Equity Loan from the Depositor pursuant to the Home Equity Loan Purchase Agreement, the applicable Seller will purchase the corresponding Related Documents from the Trustee to the extent required by and pursuant to the terms of the Pooling and Servicing Agreement and Home Equity Loan Purchase Agreement.

Possession of Related Documents. In connection with the foregoing conveyance of the Transferred Assets, each Seller and the Trustee [Trust][Trustee] agree that the related Seller shall retain possession of the applicable Mortgage Files and other Related Documents, as custodian for and on behalf of the Trustee and the Certificateholders [Trust][Trustee] so long as (i) the long-term senior unsecured debt of HSBC Finance Corporation is assigned ratings by two of the three Rating Agencies of at least “BBB” by Fitch, “Baa3” by Xxxxx’x and Mxxxx’x or “BBB-” by Standard and Poor’s (or such lower rating acceptable and assigned by Xxxxx’xat least two of Mxxxx’x, Standard and Poor’s and Fitch) and (ii) such Seller remains an Affiliate of HSBC Finance. At such time as either of the conditions specified in the preceding sentence is not satisfied, as promptly as practicable, but in no event more than 90 days thereafter in the case of clause (i) below and 60 days in the case of clause (ii) below, each Seller shall (i) either (x) record an Assignment of Mortgage in favor of the Trustee, on behalf of the Trust [Trust][Trustee] (which may be a blanket assignment if permitted by applicable law), ) with respect to each of the Home Equity Loans being serviced by such Seller in the appropriate real property or other records or (y) deliver to the Trustee [Indenture Trustee][Trustee] the assignment of such Mortgage in favor of the Trustee, on behalf of the Trust, [Trust][Trustee] in form for recordation, together with an Opinion of Counsel addressed to the Trustee [Indenture Trustee][Trustee] to the effect that recording is not required to protect the Trust’s [Trust’s][Trustee’s] right, title and interest in and to the related Home Equity Loans or to perfect a first priority security interest in favor of the Trustee, on behalf of the Trust, [Trust][Trustee] in the related Home Equity Loans, which Opinion of Counsel also shall be reasonably acceptable to each of the Rating Agencies Agencies[, the Owner Trustee and the Trustee Indenture Trustee][and the Trustee] (each of which as evidenced in writing), and (ii) unless an Opinion of Counsel, reasonably acceptable to each of the Rating Agencies Agencies[, the Owner Trustee and the Trustee Indenture Trustee][and the Trustee] (each of which as evidenced in writing) is delivered to the Trustee [Indenture Trustee][Trustee] to the effect that delivery of the Mortgage Files is not necessary to protect the Trust’s [Trust’s][Trustee’s] right, title and interest in and to the related Home Equity Loans or to perfect a first priority security interest in favor of the Trustee, on behalf of the Trust, in the related Home Equity Loans that will be prior to all other present and future claims [Trust][Trustee] in the related Home Equity Loans, deliver the related Mortgage Files to the Trustee [Indenture Trustee][Trustee] or to be held by such Person as the Trustee in trust for the use and benefit of all present and future Certificateholders[Indenture Trustee][Trustee] shall so direct. Each Seller hereby agrees that in the event that the Depositor is required to repurchase a Home Equity Loan from the Trustee [Trust][Trustee] pursuant to the Pooling [Sale and Servicing Agreement Agreement][Pooling and Servicing Agreement] or a Seller is required to repurchase a Home Equity Loan from the Depositor pursuant to the Home Equity Loan Purchase Agreement, the applicable Seller will purchase the corresponding Related Documents from the Trustee [Trust][Trustee] to the extent required by and pursuant to the terms of the Pooling [Sale and Servicing Agreement Agreement][Pooling and Servicing Agreement] and Home Equity Loan Purchase Agreement.

Possession of Related Documents. In connection with the foregoing conveyance of the Transferred Assets, each Seller the Originator and the Owner Trustee agree that the related Seller Originator shall retain possession of the applicable Mortgage Files and other Related Documents, as custodian for and on behalf of the Owner Trustee and the Certificateholders so long as (i) the long-term senior unsecured debt of HSBC Finance Corporation Compass Bank is assigned ratings by two of the three Rating Agencies of at least “"BBB” " by Fitch, “"Baa3” " by Xxxxx’x and “Xxxxx'x or "BBB-” " by Standard and Poor’s ('s, or such lower rating ratings as shall be acceptable to the Rating Agencies in order to maintain their current ratings of the Class A and assigned by Xxxxx’xClass M Notes, Standard and Poor’s and Fitch) and (ii) such Seller the Originator is Compass Bank or remains an Affiliate of HSBC Financethereof. At such time as either of the conditions specified in the preceding sentence is not satisfied, as promptly as practicable, but in no event more than 90 days thereafter in the case of clause (i) below and 60 days in the case of clause (ii) below, each Seller the Originator shall (i) either (x) record an Assignment assignment of Mortgage in favor of the Trustee, on behalf of the Trust Owner Trustee (which may be a blanket assignment if permitted by applicable law), ) with respect to each of the Home Equity Mortgage Loans being serviced by such Seller the Originator in the appropriate real property or other records or (y) deliver to the Owner Trustee the assignment of such Mortgage in favor of the Trustee, on behalf of the Trust, Owner Trustee in form for recordation, together with an Opinion of Counsel addressed to the Owner Trustee to the effect that recording is not required to protect the Trust’s Owner Trustee's right, title and interest in and to the related Home Equity Loans Mortgage Loan or to perfect a first priority security interest in favor of the Trustee, on behalf of the Trust, Owner Trustee in the related Home Equity LoansMortgage Loan, which Opinion of Counsel also shall be reasonably acceptable to each of the Rating Agencies and the Trustee (each of which as evidenced in writing), and (ii) unless an Opinion of Counsel, reasonably acceptable to each of the Rating Agencies and the Trustee (each of which as evidenced in writing) ), is delivered to the Owner Trustee to the effect that delivery of the Mortgage Files is not necessary to protect the Trust’s Owner Trustee's right, title and interest in and to the related Home Equity Mortgage Loans or to perfect a first priority security interest in favor of the Trustee, on behalf of the Trust, Owner Trustee in the related Home Equity Loans that will be prior to all other present and future claims in the related Home Equity Mortgage Loans, deliver the related Mortgage Files to the Owner Trustee to be held by the Owner Trustee in trust trust, upon the terms herein set forth, for the use and benefit of all present and future Certificateholders. Each Seller Furthermore, the Originator hereby agrees acknowledges that if any loss is suffered by the Trust in respect of a Mortgage Loan as a result of the event that Originator's retention of such Related Documents, the Depositor is required to Originator shall repurchase a Home Equity such Mortgage Loan from CAAC simultaneously with CAAC's repurchase of such Loan from the Owner Trustee pursuant to the Pooling and Servicing Agreement or a Seller is required to repurchase a Home Equity Loan from the Depositor pursuant to the Home Equity Loan Purchase Agreement, the applicable Seller will purchase the corresponding Related Documents from the Owner Trustee in accordance with the terms of the Sale and Servicing Agreement and Purchase Agreement, respectively. In addition, the Originator hereby agrees that it will purchase the applicable Mortgage Loans from CAAC, and the corresponding Related Documents from the Owner Trustee in other circumstances to the extent required by and pursuant to the terms of the Pooling Sale and Servicing Agreement and Home Equity Loan Purchase Agreement.