Common use of Sale Date Clause in Contracts

Sale Date. On the Sale Date, the Mortgage File related to each Mortgage Loan will be delivered to Custodian; provided, that to the extent that any such documents have not been returned from the applicable public recording office, a true certified copy of the original thereof together with a certification that the original has been delivered for recording in the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located shall be delivered to the Custodian, for the benefit of Purchaser. Seller shall, in connection with such delivery: (a) with respect to each mortgage loan that is not a Cooperative Loan: (i) cause the related Mortgage Note to be endorsed either “Pay to the order of U.S. Bank National Association, as custodian/trustee, without recourse” or “Pay to the order of __________________________, without recourse”; and (ii) assign to either U.S. Bank National Association, as custodian/trustee, or blank, the related Mortgage by an Assignment of Mortgage signed by Seller or the originator of the Mortgage Loan, in either case showing a complete chain of title from Seller or such originator and in form and substance acceptable for recording (except with respect to Assignments of Mortgage in blank which shall be acceptable for recording upon insertion of the assignee’s name). (b) and, with respect to each Cooperative Loan: (i) cause the related Mortgage Note to be endorsed to “Pay to the order of U.S. Bank National Association, as custodian/trustee, without recourse” or “Pay to the order of __________________________, without recourse”; Pursuant to the Custodial Agreement, the Custodian shall notify the Purchaser and the Seller if any document or documents constituting a part of the Mortgage File are missing or defective in respect of the items reviewed by it pursuant to the Custodial Agreement. The Purchaser shall notify the Seller and the Custodian of any such omission or defect which it finds in respect of any Mortgage Loan. If such omission or defect materially and adversely affect the interests of the Purchaser in the Mortgage Loan, the Seller shall correct or cure such omission or defect within 60 days from the date the Seller was notified of such omission or defect and, if the Seller does not correct or cure such omission or defect within such period, then the Seller shall purchase such Mortgage Loan from the Purchaser within 10 days from the expiration of such 60-day period by depositing in immediately available funds the repurchase price for such Mortgage Loan to the account designated by the Purchaser, calculated and payable in the manner set forth in Section 4.2. The Seller shall be responsible for the initial and ongoing fees and expenses of the Custodian so long as the Custodian is U.S. Bank National Association or any other entity which acts as custodian for mortgage loans held for sale by the Seller or which replaces the initial Custodian at the direction of the Seller; provided, however, that if the Custodian is terminated at the request or direction of the Purchaser, the Purchaser shall be responsible for the ongoing fees of any replacement Custodian..

Sale Date. On (a) At least one Business Day prior to the Sale Date, the Seller shall deliver or cause to be delivered to the Custodian the Mortgage File related to each Mortgage Loan will to be delivered to Custodian; provided, that purchased by the Purchaser. Prior to the extent that any payment for the related Mortgage Loan, such documents have not been returned from shall be held by the applicable public recording officeCustodian as custodian for the Seller. Upon payment for the related Mortgage Loans pursuant to Section 3.1 below, a true certified copy the beneficial ownership of the original thereof together each Mortgage File with a certification that the original has been delivered for recording respect to such Mortgage Loan is and shall be vested in the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located shall be delivered to the Custodian, for the benefit of Purchaser. Seller shall, in connection with such delivery: (ai) with respect to each mortgage loan that is not a Cooperative Mortgage Loan: (ia) cause the related Mortgage Note to be endorsed either “Pay to the order of U.S. Bank National Association, as custodian/trustee, without recourse” or “"Pay to the order of __________________________, without recourse”"; and (iib) assign to either U.S. Bank National Association, as custodian/trustee, or blank, in blank the related Mortgage by an Assignment of Mortgage signed by Seller or the originator of the Mortgage Loan, in either case showing a complete chain of title from Seller or such originator and in form and substance acceptable for recording (except with respect to Assignments of Mortgage in blank which shall be acceptable for recording upon insertion of the assignee’s 's name). (b) and, with respect to each Cooperative Loan: (i) cause the related Mortgage Note to be endorsed to “Pay to the order of U.S. Bank National Association, as custodian/trustee, without recourse” or “Pay to the order of __________________________, without recourse”; Pursuant to the Custodial Agreement, the Custodian shall certify its receipt of all documents constituting the Mortgage File for the Sale Date, pursuant to an initial custody receipt and initial certification of the Custodian and subject to the exception report attached to such certification or subsequent certifications delivered under the Custodial Agreement. The Custodian shall deliver such initial certification on or prior to the Sale Date. (c) The Purchaser shall notify the Purchaser Seller and the Seller Custodian if any document or documents constituting a part of the Mortgage File are defective or missing or defective in any material respect of the items reviewed by it pursuant to the Custodial Agreement. The Purchaser shall notify the Seller and the Custodian of any such omission or defect which it finds in respect of any Mortgage Loan. If if such omission or defect materially and adversely affect the interests of the Purchaser in the Mortgage Loan, the . The Seller shall correct or cure such omission or defect within 60 days from the date the Seller was notified of such omission or defect and, if the Seller does not correct or cure such omission or defect within such period, then the Seller shall purchase such Mortgage Loan from the Purchaser within 10 days from after the expiration of such 60-day period by depositing in immediately available funds the repurchase price for such Mortgage Loan to the account designated by the Purchaser, calculated and payable in the manner set forth in Section 4.2; provided, however, that the foregoing repurchase obligation shall not apply in the event the Seller cannot deliver such items due to a delay caused by the recording office in the applicable jurisdiction. The Seller Purchaser shall be responsible for the initial and ongoing fees and expenses of the Custodian so long as the Custodian is U.S. Xxxxx Fargo Bank National Association N.A. (d) If any original Mortgage or any other entity intervening Assignment of Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which acts as custodian for mortgage loans held for sale the related Mortgaged Property is located and such recording office retains such original document, or if an original Mortgage or intervening Assignment of Mortgage has been lost, then the Seller shall deliver to the Custodian in lieu of such original document a photocopy certified by such recording office to be a true and correct copy of such original. If the Seller does not deliver an original Mortgage or Assignment of Mortgage within one hundred and eighty (180) days after the Sale Date due solely to the failure of the applicable recorder's office to return such document, the Purchaser may extend the 180-day period by ninety (90) or more days upon receipt by the Purchaser of an Officer's Certificate from the Seller or which replaces accompanied by evidence that the initial Custodian at Seller is diligently proceeding to obtain and deliver any such documents. In the direction of event that the Seller; providedSeller does not comply with the delivery requirements set forth in this Section 2.2, howeverthe related Mortgage Loan shall, that if the Custodian is terminated at upon the request or direction of the Purchaser, be repurchased by the Seller at the repurchase price and in the manner specified in this Section 2.2. Notwithstanding the foregoing, the Seller shall not be deemed to be in breach of this Agreement if the Seller fails to deliver to the Custodian within the time period specified in this Agreement any of the documents described in this Section 2.2 and provides evidence to the Custodian that such failure is due solely to the failure of the applicable recorder's office to return a Mortgage Loan document that was properly submitted for recordation. The Seller shall use reasonable efforts to obtain such original recorded document or copy of the original showing recording information certified by the appropriate recording office to be a true and complete copy of the recorded original as soon as practicable. (e) The Servicer shall forward to the Purchaser shall be responsible for the ongoing fees or its designees, any original documents evidencing an assumption, modification or consolidation or extension of any replacement Custodian..Mortgage Loan purchased by the Purchaser that is entered into after the Sale Date.] (f) Whenever a certified copy of a Mortgage Loan document certified by the Seller is required to be delivered to the Purchaser, the following form of certification is permitted: "Certified true, correct and complete copy of the original. [Name of Seller], By _________________, Its _________________." (g) The Custodian shall issue its initial certification with respect to the Mortgage Loans on or prior to the Sale Date. Purchaser shall have no obligation to purchase any Mortgage Loans on the Sale Date for which the Custodian has indicated in its initial certification that there are material defects or omissions in the Mortgage File; provided, that once the Purchaser has paid to the Seller the Purchase Price for each Mortgage Loan pursuant to Section 3.1 herein, Seller shall have all rights to cure and correct any such defects or omissions as provided in Section 2.2(c) above.

Sale Date. On (a) At least three Business Day's prior to each Sale Date (unless otherwise agreed to in the Sale DateCommitment Letter), the applicable Seller or Sellers shall deliver or cause to be delivered to the Custodian the Mortgage File related to each Mortgage Loan will to be delivered to Custodian; provided, that purchased by the Purchaser. Prior to the extent that any payment for the related Mortgage Loan, such documents have not been returned from shall be held by the applicable public recording officeCustodian as custodian for such Seller. Upon payment for the related Mortgage Loans pursuant to Section 3.1 below, a true certified copy the beneficial ownership of the original thereof together each Mortgage File with a certification that the original has been delivered for recording respect to such Mortgage Loan is and shall be vested in the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located shall be delivered to the Custodian, for the benefit of Purchaser. Such Seller shall, in connection with such delivery: (ai) with respect to each mortgage loan that is not a Cooperative Mortgage Loan: (ia) cause the related Mortgage Note to be endorsed either “Pay to the order of U.S. Bank National Association, as custodian/trustee, without recourse” or “"Pay to the order of __________________________, without recourse”"; and (iib) assign to either U.S. Bank National Association, as custodian/trustee, or blank, in blank the related Mortgage by an Assignment of Mortgage signed by such Seller or the originator of the Mortgage Loan, in either case showing a complete chain of title from such Seller or such originator and in form and substance acceptable for recording (except with respect to Assignments of Mortgage in blank which shall be acceptable for recording upon insertion of the assignee’s 's name). (b) and, with respect to each Cooperative Loan: (i) cause the related Mortgage Note to be endorsed to “Pay to the order of U.S. Bank National Association, as custodian/trustee, without recourse” or “Pay to the order of __________________________, without recourse”; Pursuant to the Custodial Agreement, the Custodian shall certify its receipt of all documents constituting the Mortgage File for the Sale Date, pursuant to an initial custody receipt and initial certification of the Custodian and subject to the exception report attached to such certification or subsequent certifications delivered under the Custodial Agreement. The Custodian shall deliver such initial certification on or prior to the Sale Date. (c) The Purchaser shall notify the Purchaser applicable Seller or Sellers and the Seller Custodian if any document or documents constituting a part of the Mortgage File are defective or missing or defective in any material respect of the items reviewed by it pursuant to the Custodial Agreement. The Purchaser shall notify the Seller and the Custodian of any such omission or defect which it finds in respect of any Mortgage Loan. If if such omission or defect materially and adversely affect the interests of the Purchaser in the Mortgage Loan, the . Such Seller shall correct or cure such omission or defect within 60 days from the date the such Seller was notified of such omission or defect and, if the such Seller does not correct or cure such omission or defect within such period, then the such Seller shall purchase such Mortgage Loan from the Purchaser within 10 days from after the expiration of such 60-day period by depositing in immediately available funds the repurchase price for such Mortgage Loan to the account designated by the Purchaser, calculated and payable in the manner set forth in Section 4.2; provided, however, that the foregoing repurchase obligation shall not apply in the event such Seller cannot deliver such items due to a delay caused by the recording office in the applicable jurisdiction. The Seller Purchaser shall be responsible for the initial and ongoing fees and expenses of the Custodian so long as the Custodian is U.S. Xxxxx Fargo Bank National Association N.A. (d) If any original Mortgage or any other entity intervening Assignment of Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which acts as custodian for mortgage loans held for sale the related Mortgaged Property is located and such recording office retains such original document, or if an original Mortgage or intervening Assignment of Mortgage has been lost, then the applicable Seller shall deliver to the Custodian in lieu of such original document a photocopy certified by such recording office to be a true and correct copy of such original. If such Seller does not deliver an original Mortgage or Assignment of Mortgage within one hundred and eighty (180) days after the Sale Date due solely to the failure of the applicable recorder's office to return such document, the Purchaser may extend the 180-day period by ninety (90) or more days upon receipt by the Purchaser of an Officer's Certificate from such Seller or which replaces accompanied by evidence that the initial Custodian at Seller is diligently proceeding to obtain and deliver any such documents. In the direction of event that such Seller does not comply with the Seller; provideddelivery requirements set forth in this Section 2.2, howeverthe related Mortgage Loan shall, that if the Custodian is terminated at upon the request or direction of the Purchaser, be repurchased by the Seller at the repurchase price and in the manner specified in this Section 2.2. Notwithstanding the foregoing, such Seller shall not be deemed to be in breach of this Agreement if such Seller fails to deliver to the Custodian within the time period specified in this Agreement any of the documents described in this Section 2.2 and provides evidence to the Custodian that such failure is due solely to the failure of the applicable recorder's office to return a Mortgage Loan document that was properly submitted for recordation. Such Seller shall use reasonable efforts to obtain such original recorded document or copy of the original showing recording information certified by the appropriate recording office to be a true and complete copy of the recorded original as soon as practicable. (e) The Servicer shall forward to the Purchaser shall be responsible for the ongoing fees or its designees, any original documents evidencing an assumption, modification or consolidation or extension of any replacement Custodian..Mortgage Loan purchased by the Purchaser that is entered into after the Sale Date. (f) Whenever a certified copy of a Mortgage Loan document certified by a Seller is required to be delivered to the Purchaser, the following form of certification is permitted: "Certified true, correct and complete copy of the original. [Name of Seller], By _________________, Its _________________." (g) The Custodian shall issue its initial certification with respect to the Mortgage Loans on or prior to the Sale Date. Purchaser shall have no obligation to purchase any Mortgage Loans on the Sale Date for which the Custodian has indicated in its initial certification that there are material defects or omissions in the Mortgage File; provided, that once the Purchaser has paid to the Seller the Purchase Price for each Mortgage Loan pursuant to Section 3.1 herein, Seller shall have all rights to cure and correct any such defects or omissions as provided in Section 2.2(c) above.