Recordation of Documents. (a) With respect to all recordable Transfer Documents provided to the Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or prepared by the Company pursuant to Section 3.1(d), the Company must submit all such Transfer Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform Commercial Code and other records of the appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) as soon as is practicable following the Closing Date but in any event no later than the Transfer Documents Preparation/Submission Deadline. All Transfer Documents must provide that all recorded documents be returned to the Custodian at its applicable notice address set forth in the Notice Schedule, as such address may be modified in the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule). The Company will be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company must include in the reports described in and required pursuant to Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of all recordable Transfer Documents. (b) Reasonable and customary expenses paid to third parties and actually incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in complying with the obligations set forth in this Section 3.2 will constitute Pre-Approved Charges; provided, however, that any such expenses with respect to a Transfer Document that is not properly prepared and submitted for recordation or filing by the Transfer Documents Preparation/Submission Deadline will not constitute Pre-Approved Charges (and will constitute Excluded Expenses) and must be borne by the Private Owner alone. The Transferor will, if such is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III.
Appears in 4 contracts
Samples: Asset Transfer Agreement, Asset Transfer Agreement, Asset Transfer Agreement
Recordation of Documents. (a) With respect to all recordable Transfer Documents provided to the Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or prepared by the Company pursuant to Section 3.1(d), the Company must shall promptly submit all such Transfer Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform Commercial Code Code, and other records of the appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) as soon as is practicable following to effect the Closing Date but in any event no later than transfer of the Transfer Documents Preparation/Submission DeadlineLoans to the Company. All Transfer Documents must shall provide that all recorded documents be returned to the Custodian at its applicable notice address set forth in the Notice ScheduleSection 7.3, as such address may might be modified in the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule)Agreement. The Company will shall be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company must shall include in the reports described in and required pursuant to Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of all recordable Transfer Documents.
(b) Reasonable and customary expenses paid to third parties and actually incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in complying with the obligations set forth in this Section 3.2 will shall constitute Pre-Approved ChargesCharges for purposes of the Custodial and Paying Agency Agreement; provided, however, that any such expenses with respect to a Transfer Document that is not properly prepared and submitted for recordation or filing by within six (6) months of the Transfer Documents Preparation/Submission Deadline will Closing Date shall not constitute Pre-Approved Charges (for purposes of the Custodial and will constitute Excluded Expenses) Paying Agency Agreement and must shall be borne by the Private Owner alone. Such six-month period for the preparation and submission of a Transfer Document for recordation shall be extended if the delay is due to a matter noted as an “Exception” on the “Collateral Certificate” (as such terms are defined in the Custodial and Paying Agency Agreement), provided that the Private Owner is working diligently to locate the missing information or otherwise take such steps as may be necessary or appropriate to complete and submit the Transfer Document(s). The Transferor willInitial Member shall, if such is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III.
Appears in 4 contracts
Samples: Loan Contribution and Sale Agreement, Loan Contribution and Sale Agreement, Loan Contribution and Sale Agreement
Recordation of Documents. (a) With respect to all recordable Transfer Documents provided to the Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or prepared by the Company pursuant to Section 3.1(d), the Company must shall promptly submit all such Transfer Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform Commercial Code Code, and other records of the appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) as soon as is practicable following to effect the Closing Date but in any event no later than transfer of the Transfer Documents Preparation/Submission DeadlineLoans to the Company. All Transfer Documents must shall provide that all recorded documents be returned to the Custodian at its applicable notice address set forth in the Notice ScheduleSection 7.3, as such address may might be modified in the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule)Agreement. The Company will shall be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company must shall include in the reports described in and required pursuant to Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of all recordable Transfer Documents.
(b) Reasonable and customary expenses paid to third parties and actually incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in complying with the obligations set forth in this Section 3.2 will shall constitute Pre-Approved Charges; provided, however, that any such expenses with respect to a Transfer Document that is not properly prepared and submitted for recordation or filing by within six (6) months of the Transfer Documents Preparation/Submission Deadline will Closing Date shall not constitute Pre-Approved Charges (and will constitute Excluded Expenses) and must shall be borne by the Private Owner alone. Such six-month period for the preparation and submission of a Transfer Document for recordation shall be extended if the delay is due to a matter noted as an “Exception” on the “Collateral Certificate” (as such terms are defined in the Custodial and Paying Agency Agreement), provided that the Private Owner is working diligently to locate the missing information or otherwise take such steps as may be necessary or appropriate to complete and submit the Transfer Document(s). The Transferor willInitial Member shall, if such is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III.
Appears in 2 contracts
Samples: Loan Contribution and Sale Agreement, Loan Contribution and Sale Agreement
Recordation of Documents. (a) With respect to all recordable Transfer Documents provided to the Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or prepared by the Company pursuant to Section 3.1(d), the Company must shall promptly submit all such Transfer Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform Commercial Code and other records of the appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) as soon as is practicable following to effect the Closing Date but in any event no later than transfer of the Transfer Documents Preparation/Submission DeadlineAssets to the Company. All Transfer Documents must shall provide that all recorded documents be returned to the Custodian at its applicable notice address set forth in the Notice ScheduleSection 7.3, as such address may be modified in the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule)Agreement. The Company will shall be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company must shall include in the reports described in and required pursuant to Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of all recordable Transfer Documents.
(b) Reasonable and customary expenses paid to third parties and actually incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in complying with the obligations set forth in this Section 3.2 will shall constitute Pre-Pre- Approved Charges; provided, however, that any such expenses with respect to a Transfer Document that is not properly prepared and submitted for recordation or filing by the Transfer Documents Preparation/Submission Deadline will shall not constitute Pre-Approved Charges (and will shall constitute Excluded Expenses) and must shall be borne by the Private Owner alone. The Transferor willshall, if such is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III.
Appears in 2 contracts
Samples: Asset Contribution Agreement, Asset Contribution Agreement
Recordation of Documents. (a) With respect to all recordable Transfer Documents provided to the Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or prepared by the Company pursuant to Section 3.1(d), the Company must shall promptly submit all such Transfer Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform Commercial Code Code, and other records of the appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) as soon as is practicable following to effect the Closing Date but in any event no later than transfer of the Transfer Documents Preparation/Submission DeadlineMortgage Loans to the Company. All Transfer Documents must shall provide that all recorded documents be returned to the Custodian at its applicable notice address set forth in the Notice ScheduleSection 7.3, as such address may might be modified in the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule)Agreement. The Company will shall be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company must shall include in the reports described in and required pursuant to Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of all recordable Transfer Documents.
(b) Reasonable and customary expenses paid to third parties and actually incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in complying with the obligations set forth in this Section 3.2 will shall constitute Pre-Approved ChargesCharges for purposes of the Custodial and Paying Agency Agreement; provided, however, that any such expenses with respect to a Transfer Document that is not properly prepared and submitted for recordation or filing by within six months of the Transfer Documents Preparation/Submission Deadline will Closing Date shall not constitute Pre-Approved Charges (for purposes of the Custodial and will constitute Excluded Expenses) Paying Agency Agreement and must shall be borne by the Private Owner alone. Such six-month period for the preparation and submission of a Transfer Document for recordation shall be extended if the delay is due to a matter noted as an “Exception” on the “Collateral Certificate” (as such terms are defined in the Custodial and Paying Agency Agreement), provided that the Private Owner is working diligently to locate the missing information or otherwise take such steps as may be necessary or appropriate to complete and submit the Transfer Document(s). The Transferor willInitial Member shall, if such is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III.
Appears in 1 contract
Recordation of Documents. (a) With respect to all recordable Transfer Documents provided to the Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or prepared by the Company pursuant to Section 3.1(d), the Company must shall promptly submit all such Transfer Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform Commercial Code and other records of the appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) as soon as is practicable following to effect the Closing Date but in any event no later than transfer of the Transfer Documents Preparation/Submission DeadlineAssets to the Company. All Transfer Documents must shall provide that all recorded documents be returned to the Custodian at its applicable notice address set forth in the Notice ScheduleSection 7.3, as such address may might be modified in the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule)Agreement. The Company will shall be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company must shall include in the reports described in and required pursuant to Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of all recordable Transfer Documents.
(b) Reasonable and customary expenses paid to third parties and actually incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in complying with the obligations set forth in this Section 3.2 will shall constitute Pre-Approved ChargesCharges for purposes of the Custodial and Paying Agency Agreement; provided, however, that any such expenses with respect to a Transfer Document that is not properly prepared and submitted for recordation or filing by within six months of the Transfer Documents Preparation/Submission Deadline will Closing Date shall not constitute Pre-Pre- Approved Charges (and will constitute Excluded Expenses) and must shall be borne by the Private Owner alone. Such six-month period for the preparation and submission of a Transfer Document for recordation shall be extended if the delay is due to a matter noted as an “Exception” on the “Collateral Certificate” (as such terms are defined in the Custodial and Paying Agency Agreement), provided that the Private Owner is working diligently to locate the missing information or otherwise take such steps as might be necessary or appropriate to complete and submit the Transfer Document(s). The Transferor willInitial Member shall, if such is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III.
Appears in 1 contract
Recordation of Documents. (a) With respect to all recordable Transfer Documents provided to the Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or prepared by the Company pursuant to Section 3.1(d), the Company must shall promptly submit all such Transfer Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform Commercial Code and other records of the appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) as soon as is practicable following to effect the Closing Date but in any event no later than transfer of the Transfer Documents Preparation/Submission DeadlineAssets to the Company. All Transfer Documents must shall provide that all recorded documents be returned to the Custodian at its applicable notice address set forth in the Notice Schedule, as such address may be modified in the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule). The Company will shall be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company must shall include in the reports described in and required pursuant to Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of all recordable Transfer Documents.
(b) Reasonable and customary expenses paid to third parties and actually incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in complying with the obligations set forth in this Section 3.2 will shall constitute Pre-Approved Charges; provided, however, that any such expenses with respect to a Transfer Document that is not properly prepared and submitted for recordation or filing by the Transfer Documents Preparation/Submission Deadline will shall not constitute Pre-Approved Charges (and will shall constitute Excluded Expenses) and must shall be borne by the Private Owner alone. The Transferor willshall, if such is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III.
Appears in 1 contract
Samples: Asset Contribution Agreement
Recordation of Documents. (a) With respect to all recordable Transfer Documents provided to the Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or prepared by the Company pursuant to Section 3.1(d), the Company must shall promptly submit all such Transfer Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform Commercial Code and other records of the appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) as soon as is practicable following to effect the Closing Date but in any event no later than transfer of the Transfer Documents Preparation/Submission DeadlineAssets to the Company. All Transfer Documents must shall provide that all recorded documents be returned to the Custodian at its applicable notice address set forth in the Notice ScheduleSection 7.3, as such address may might be modified in the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule)Agreement. The Company will shall be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company must shall include in the reports described in and required pursuant to Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of all recordable Transfer Documents.
(b) Reasonable and customary expenses paid to third parties and actually incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in complying with the obligations set forth in this Section 3.2 will shall constitute Pre-Approved Charges; provided, however, that any such expenses with respect to a Transfer Document that is not properly prepared and submitted for recordation or filing by within six months of the Transfer Documents Preparation/Submission Deadline will Closing Date shall not constitute Pre-Approved Charges (and will constitute Excluded Expenses) and must shall be borne by the Private Owner alone. Such six-month period for the preparation and submission of a Transfer Document for recordation shall be extended if the delay is due to a matter noted as an “Exception” on the “Collateral Certificate” (as such terms are defined in the Custodial and Paying Agency Agreement), provided that the Private Owner is working diligently to locate the missing information or otherwise take such steps as might be necessary or appropriate to complete and submit the Transfer Document(s). The Transferor willInitial Member shall, if such is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III.
Appears in 1 contract