Common use of Seller’s Delivery of Documents Clause in Contracts

Seller’s Delivery of Documents. On the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Escrow Agent for delivery to Buyer after Closing the following: (a) An executed Assignment of Mortgage in the form attached hereto as Exhibit B (the “Assignment of Security Instrument”); (b) An executed Assignment of Assignment of Leases and Rents in the form attached hereto as Exhibit C (the “Assignment of Assignment of Leases and Rents”), to the extent applicable; (c) If Seller is a trust, an executed Limited Power of Attorney authorizing Special Servicer to execute documents as attorney in fact for Seller (the “POA”); (d) To the extent a Final Judgment exists, an executed assignment of the Foreclosure Judgment in the form attached to this Agreement (the “Assignment of Judgment”); (e) To the extent a Sheriff’s Deed exists, an executed assignment of the Sheriff’s Deed in the form attached to this Agreement (the “Assignment of Sheriff’s Deed”); and (f) An executed closing statement reflecting all financial aspects of the transaction (“Closing Statement”). DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E In addition, on the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Seller’s counsel for delivery to Buyer after Closing the following: (g) An executed Assignment of Loan Documents with respect to the Loan in the form attached hereto as Exhibit A; (h) An executed Allonge to the Note in the form attached hereto as Exhibit D; and (i) All original Loan Documents in the possession of Seller excluding Privileged Materials. Notwithstanding anything to the contrary contained hereinabove, to the extent that Seller is required to deliver an Assignment of Judgment or Assignment of Sheriffs Deed pursuant to the terms of this Agreement, the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) shall be delivered by Seller to Seller’s counsel for delivery to Buyer after Closing in lieu of delivering the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) to Escrow Agent. In addition, Seller shall deliver or cause to be delivered to Borrower following the Closing an executed Notice of Assignment of the Loan substantially in the form attached hereto as Exhibit E by Federal Express or other nationally recognized overnight courier service to the extent that Seller has a physical address for Borrower. To the extent that Seller has a P.O. Box address for Borrower, Seller shall deliver such notice by regular mail and shall attempt delivery by certified mail, return receipt requested.

Seller’s Delivery of Documents. On the Closing Date and upon Escrow Xxxxxx Agent’s 's receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Escrow Agent for delivery to Buyer after Closing the following: (a) An executed Assignment of Mortgage Deed of Trust and in the form attached hereto as Exhibit B (the “"Assignment of Security Instrument”"); (b) An executed Assignment of Assignment of Leases and Rents in the form attached hereto as Exhibit C (the “"Assignment of Assignment of Leases and Rents”"), to the extent applicable; (c) If Seller is a trust, an executed Limited Power of Attorney authorizing Special Servicer to execute documents as attorney in fact for Seller (the “"POA”); (d) To the extent a Final Judgment exists, an executed assignment of the Foreclosure Judgment in the form attached to this Agreement (the “Assignment of Judgment”); (e) To the extent a Sheriff’s Deed exists, an executed assignment of the Sheriff’s Deed in the form attached to this Agreement (the “Assignment of Sheriff’s Deed”"); and (fd) An Xx executed closing statement reflecting all financial aspects of the transaction (“"Closing Statement”"). DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E In addition, on the Closing Date and upon Escrow Agent’s 's receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Seller’s 's counsel for delivery to Buyer after Closing the following:: Non-Negotiable (ga) An executed Assignment of Loan Documents with respect to the Loan in the form attached hereto as Exhibit A; (hb) An executed Allonge to the Note in the form attached hereto as Exhibit D; (c) To the extent a Foreclosure Judgment exists, an executed assignment of the Foreclosure Judgment in the form attached to this Agreement (the "Assignment of Judgment"); and (id) All original Loan Documents in the possession of Seller excluding Privileged Materials. Notwithstanding anything to the contrary contained hereinabove, to the extent that Seller is required to deliver an Assignment of Judgment or Assignment of Sheriffs Deed pursuant to the terms of this Agreement, the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) shall be delivered by Seller to Seller’s counsel for delivery to Buyer after Closing in lieu of delivering the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) to Escrow Agent. In addition, Seller shall deliver or cause to be delivered to Borrower following the Closing an executed Notice of Assignment of the Loan to Borrower's substantially in the form attached hereto as Exhibit E by Federal Express or other nationally recognized overnight courier service to the extent that Seller has a physical address for Borrower. To the extent that Seller has a P.O. Box address for Borrower, Seller shall deliver such notice by regular mail and shall attempt delivery by certified mail, return receipt requested.

Seller’s Delivery of Documents. On the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Escrow Agent for delivery to Buyer after Closing the following: (a) An executed Assignment of Mortgage in the form attached hereto as Exhibit B (the “Assignment of Security Instrument”); (b) An executed Assignment of Assignment of Leases and Rents in the form attached hereto as Exhibit C (the “Assignment of Assignment of Leases and Rents”), to the extent applicable; (c) If Seller is a trust, an executed Limited Power of Attorney authorizing Special Servicer to execute documents as attorney in fact for Seller (the “POA”); (d) To the extent a Final Foreclosure Judgment exists, an executed assignment of the Foreclosure Judgment in the form attached to this Agreement (the “Assignment of Judgment”); (e) To the extent a Sheriff’s Deed exists, an executed assignment of the Sheriff’s Deed in the form attached to this Agreement (the “Assignment of Sheriff’s Deed”); and (fe) An executed closing statement reflecting all financial aspects of the transaction (“Closing Statement”). DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E In addition, on the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Seller’s counsel for delivery to Buyer after Closing the following: (ga) An executed Assignment of Loan Documents with respect to the Loan in the form attached hereto as Exhibit A; (hb) An executed Allonge to the Note in the form attached hereto as Exhibit D; and (ic) All original Loan Documents in the possession of Seller excluding Privileged Materials. Notwithstanding anything to the contrary contained hereinabove, to the extent that Seller is required to deliver an Assignment of Judgment or Assignment of Sheriffs Deed pursuant to the terms of this Agreement, the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) shall be delivered by Seller to Seller’s counsel for delivery to Buyer after Closing in lieu of delivering the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) to Escrow Agent. In addition, Seller shall deliver or cause to be delivered to Borrower following the Closing an executed Notice of Assignment of the Loan to Borrower’s substantially in the form attached hereto as Exhibit E by Federal Express or other nationally recognized overnight courier service to the extent that Seller has a physical address for Borrower. To the extent that Seller has a P.O. Box address for Borrower, Seller shall deliver such notice by regular mail and shall attempt delivery by certified mail, return receipt requested.

Seller’s Delivery of Documents. On Not later than the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase PriceDate, Seller shall deliver or cause to be delivered to Escrow Agent make available for delivery to Buyer after Closing Purchaser (or Purchaser’s attorneys) at the followingoffices of Seller’s attorneys in New York, New York (or if an Escrow Agent is utilized for the Closing, subject to the provisions of Section 5.02 above, to Escrow Agent) the following for each Mortgage Loan: (a) An original executed General Assignment of with respect to each Mortgage Loan in the form attached hereto as Exhibit B F (the “Assignment of Security InstrumentGeneral Assignment”); (b) An original executed Assignment of Mortgage and Assignment of Leases and Rents in the form attached hereto as Exhibit C G (it being acknowledged that if a combined assignment of mortgage and assignment of leases and rents is not permitted in a jurisdiction in which the “Assignment same is to be recorded hereunder, the parties shall execute a separate assignment of Assignment the related Mortgage and the related assignment of Leases leases and Rents”rents), to the extent applicable; (c) If Seller is a trust, an executed Limited Power of Attorney authorizing Special Servicer to execute documents as attorney in fact for Seller (the “POA”)Intentionally reserved; (d) To An original executed Allonge to the extent a Final Judgment exists, an executed assignment of the Foreclosure Judgment related Mortgage Note in the form attached to this Agreement as Exhibit H (the “Assignment of Judgment”); (e) To the extent a Sheriff’s Deed exists, an executed assignment of the Sheriff’s Deed in the form attached Allonge to this Agreement (the “Assignment of Sheriff’s DeedPurchaser”); and (e) A UCC-3 assignment with respect to each UCC-1 financing statement identified in the Mortgage Loan Documents as running to Seller (or, as applicable, Seller’s Mortgage Loan Subsidiary) as secured party, assigning such related UCC-1 from Seller (or, as applicable, Seller’s Mortgage Loan Subsidiary) to Purchaser (or, as directed by Purchaser in writing, Purchaser’s Mortgage Loan Subsidiary) (collectively, the “Seller UCC-3s”); (f) Notice to Borrower, Guarantor and, as applicable, any related cash management bank (i.e., bank subject to the deposit account control agreement executed in connection with such Mortgage Loan) or rate cap issuer, or property manager, of the transfer of the related Mortgage Loan, in the form attached hereto as Exhibit I (“Omnibus Transfer Notice”); (g) With respect to each Mortgage Loan secured by a hotel property as to which a ‘comfort letter’ was issued to Seller, a notice to the franchisor of the transfer of the related Mortgage Loan in the form attached hereto as Exhibit J (the “Comfort Letter Transfer Notice”); and (h) An executed closing statement reflecting all financial aspects of the transaction (“Closing Statement”). DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E In addition, on the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Seller’s counsel for delivery to Buyer after Closing the following: (g) An executed Assignment of Loan Documents with respect to the Loan in the form attached hereto as Exhibit A; (h) An executed Allonge to the Note in the form attached hereto as Exhibit D; and (i) All original Loan Documents in the possession of Seller excluding Privileged Materials. Notwithstanding anything to the contrary contained hereinabove, to the extent that Seller is required to deliver an Assignment of Judgment or Assignment of Sheriffs Deed pursuant to the terms of this Agreement, the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) shall be delivered by Seller to Seller’s counsel for delivery to Buyer after Closing in lieu of delivering the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) to Escrow Agent. In addition, Seller shall deliver or cause to be delivered to Borrower following the Closing an executed Notice of Assignment of the Loan substantially in the form attached hereto as Exhibit E by Federal Express or other nationally recognized overnight courier service to the extent that Seller has a physical address for Borrower. To the extent that Seller has a P.O. Box address for Borrower, Seller shall deliver such notice by regular mail and shall attempt delivery by certified mail, return receipt requested.