Common use of Custody of Trustee Mortgage Loan Files Clause in Contracts

Custody of Trustee Mortgage Loan Files. In connection with the transfer and assignment of the Mortgage Loans from the Company to the Trustee, the Company shall deliver, or cause to be delivered, to the Trustee or its Custodian on or before the Closing Date, a Trustee Mortgage Loan File containing each of the documents listed in the definition thereof. If any Mortgage or an Assignment of a Mortgage to the Trustee or any prior Assignment is in the process of being recorded on the Closing Date, the Company shall cause each such original recorded document or certified copy thereof, to be delivered to the Trustee or its Custodian promptly following its recordation. The Company shall also cause to be delivered to the Trustee any other original Mortgage Loan Document to be included in the Trustee Mortgage Loan File if a copy thereof initially was delivered. In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Company may deliver or cause to be delivered to the Trust or its Custodian the Assignment of the Mortgage from the Seller to the Trustee in a form suitable for recordation, together with an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trust in the related Mortgage Loan. In the event that the Servicer receives notice that recording is required to protect the right, title and interest of the Trust in and to any such Mortgage Loan for which recordation of an Assignment has not previously been required, the Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment to the Servicer for recordation. By its execution of the Pooling and Servicing Agreement for a Series, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Loan underlying such Series and all other assets delivered to it or its Custodian and that are included in the definition of "Trust Estate" in the related Pooling and Servicing Agreement in trust for the exclusive use and benefit of all present and future Certificateholders.

Custody of Trustee Mortgage Loan Files. In connection with the transfer and assignment of the Mortgage Loans from the Company OMI to the Trustee, the Company OMI shall deliver, or cause to be delivered, to the Trustee or its Custodian on or before the Closing Date, a Trustee Mortgage Loan File containing each of the documents listed in the definition thereof. If any Mortgage or an Assignment of a Mortgage to the Trustee or any prior Assignment is in the process of being recorded on the Closing Date, the Company OMI shall cause each such original recorded document or certified copy thereof, to be delivered to the Trustee or its Custodian promptly following its recordation. The Company OMI shall also cause to be delivered to the Trustee any other original Mortgage Loan Document to be included in the Trustee Mortgage Loan File if a copy thereof initially was delivered. In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Company OMI may deliver or cause to be delivered to the Trust Trustee or its Custodian the Assignment of the Mortgage from the Seller to the Trustee in a form suitable for recordation, together with an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trust Trustee in the related Mortgage Loan. In the event that the Servicer receives notice that recording is required to protect the right, title and interest of the Trust Trustee in and to any such Mortgage Loan for which recordation of an Assignment has not previously been required, the Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment to the Servicer for recordation. By its execution of the Pooling and Servicing Agreement for a Series, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Loan underlying such Series and all other assets delivered to it or its Custodian and that are included in the definition of "Trust Estate" in the related Pooling and Servicing Agreement in trust for the exclusive use and benefit of all present and future Certificateholders.

Custody of Trustee Mortgage Loan Files. In connection with the transfer and assignment of the Mortgage Loans from the Company Depositor to the Trustee, the Company Depositor shall deliver, or cause to be delivered, to the Trustee or its Custodian on or before the Closing Date, a Trustee Mortgage Loan File containing each of the documents listed in the definition thereof. If any Mortgage or an Assignment of a Mortgage to the Trustee or any prior Assignment is in the process of being recorded on the Closing Date, the Company Depositor shall cause each such original recorded document or certified copy thereof, to be delivered to the Trustee or its Custodian promptly following its recordation. The Company Depositor shall also cause to be delivered to the Trustee any other original Mortgage Loan Document to be included in the Trustee Mortgage Loan File if a copy thereof initially was delivered. In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Company Depositor may deliver or cause to be delivered to the Trust Trustee or its Custodian the Assignment of the Mortgage from the Seller to the Trustee in a form suitable for recordation; provided, together with however, that the Depositor shall use its best efforts within 30 days of the occurrence of an Assignment Event, and in any event within 60 days of the occurrence of an Assignment Event, to either (i) arrange for the Master Servicer to record the Assignment of each Mortgage in favor of the Trustee in the appropriate real property office or other records office or (ii) deliver to the Trustee an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan Loans or, in case the event a court should recharacterize the sale conveyance of the Mortgage Loans as a financingloan or a security for a loan, to perfect a first priority security interest in favor of the Trust Trustee in the related Mortgage Loan. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information but in no event later than one year after the date such Assignment of Mortgage is otherwise required to be recorded pursuant to this Section. The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Servicer receives notice that recording is Seller shall promptly prepare a substitute Assignment or cure such defect, as the case may be, and thereafter the Seller shall be required to protect the right, title and interest submit each such Assignment for recording. Any failure of the Trust Seller to comply with this Section 2.02(a) shall result in and the obligation of the Seller to any such purchase or substitute for the related Mortgage Loan for which recordation of an Assignment has not previously been required, the Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment Loans pursuant to the Servicer for recordationprovisions of Section 2.05(a)(1). By its execution of the Pooling and Servicing Agreement for a Series, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Loan underlying such Series and all other assets delivered to it or its Custodian and that are included in the definition of "Trust Estate" in the related Pooling and Servicing Agreement in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders of the related Series.

Custody of Trustee Mortgage Loan Files. In connection with the transfer and assignment of the Mortgage Loans from the Company to the Trustee, the Company shall deliver, or cause to be delivered, to the Trustee or its Custodian on or before the Closing Date, a Trustee Mortgage Loan File containing each of the documents listed in the definition thereof. If any Mortgage or an Assignment of a Mortgage to the Trustee or any prior Assignment is in the process of being recorded on the Closing Date, the Company shall cause each such original recorded document or certified copy thereof, to be delivered to the Trustee or its Custodian promptly following its recordation. The Company shall also cause to be delivered to the Trustee any other original Mortgage Loan Document to be included in the Trustee Mortgage Loan File if a copy thereof initially was delivered. In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Company may deliver or cause to be delivered to the Trust Trustee or its Custodian the Assignment of the Mortgage from the Seller to the Trustee in a form suitable for recordation, together with an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trust Trustee in the related Mortgage Loan. In the event that the Servicer receives notice that recording is required to protect the right, title and interest of the Trust Trustee in and to any such Mortgage Loan for which recordation of an Assignment has not previously been required, the Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment to the Servicer for recordation. By its execution of the Pooling and Servicing Agreement for a Series, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Loan underlying such Series and all other assets delivered to it or its Custodian and that are included in the definition of "Trust Estate" in the related Pooling and Servicing Agreement in trust for the exclusive use and benefit of all present and future Certificateholders.

Custody of Trustee Mortgage Loan Files. In connection with the transfer and assignment of the Mortgage Loans from the Company Depositor to the Trustee, the Company Depositor shall deliver, or cause to be delivered, to the Trustee or its Custodian on or before the Closing Date, a Trustee Mortgage Loan File containing each of the documents listed in the definition thereof. If any Mortgage or an Assignment of a Mortgage to the Trustee or any prior Assignment is in the process of being recorded on the Closing Date, the Company Depositor shall cause each such original recorded document or certified copy thereof, to be delivered to the Trustee or its Custodian promptly following its recordation. The Company Depositor shall also cause to be delivered to the Trustee any other original Mortgage Loan Document to be included in the Trustee Mortgage Loan File if a copy thereof initially was delivered. In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Company Depositor may deliver or cause to be delivered to the Trust Trustee or its Custodian the Assignment of the Mortgage from the Seller to the Trustee in a form suitable for recordation, together with an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trust Trustee in the related Mortgage Loan. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trust Trustee in and to any such Mortgage Loan for which recordation of an Assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment to the Master Servicer for recordation. By its execution of the Pooling and Servicing Agreement for a Series, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Loan underlying such Series and all other assets delivered to it or its Custodian and that are included in the definition of "Trust Estate" in the related Pooling and Servicing Agreement in trust for the exclusive use and benefit of all present and future Certificateholders.

Custody of Trustee Mortgage Loan Files. In connection with the transfer and assignment of the Mortgage Loans from the Company to the Trustee, the Company shall deliver, or cause to be delivered, to the Trustee or its Custodian on or before the Closing Date, a Trustee Mortgage Loan File containing each of the documents listed in the definition thereof. If any Mortgage or an Assignment of a Mortgage to the Trustee or any prior Assignment is in the process of being recorded on the Closing Date, the Company shall cause each such original recorded document or certified copy thereof, to be delivered to the Trustee or its Custodian promptly following its recordation. The Company shall also cause to be delivered to the Trustee any other original Mortgage Loan Document to be included in the Trustee Mortgage Loan File if a copy thereof initially was delivered. In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Company may deliver or cause to be delivered to the Trust Trustee or its Custodian the Assignment of the Mortgage from the Seller to the Trustee in a form suitable for recordation, together with an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trust Trustee in the related Mortgage Loan. In the event that the Servicer receives notice that recording is required to protect the right, title and interest of the Trust Trustee in and to any such Mortgage Loan for which recordation of an Assignment has not previously been required, the Servicer shall promptly notify the Trustee -34- 61 and the Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment to the Servicer for recordation. By its execution of the Pooling and Servicing Agreement for a Series, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Loan underlying such Series and all other assets delivered to it or its Custodian and that are included in the definition of "Trust Estate" in the related Pooling and Servicing Agreement in trust for the exclusive use and benefit of all present and future Certificateholders.

Custody of Trustee Mortgage Loan Files. In connection with the -------------------------------------- transfer and assignment of the Mortgage Loans from the Company OMI to the Trustee, the Company OMI shall deliver, or cause to be delivered, to the Trustee or its Custodian on or before the Closing Date, a Trustee Mortgage Loan File containing each of the documents listed in the definition thereof. If any Mortgage or an Assignment of a Mortgage to the Trustee or any prior Assignment is in the process of being recorded on the Closing Date, the Company OMI shall cause each such original recorded document or certified copy thereof, to be delivered to the Trustee or its Custodian promptly following its recordation. The Company OMI shall also cause to be delivered to the Trustee any other original Mortgage Loan Document to be included in the Trustee Mortgage Loan File if a copy thereof initially was delivered. In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Company OMI may deliver or cause to be delivered to the Trust Trustee or its Custodian the Assignment of the Mortgage from the Seller to the Trustee in a form suitable for recordation, together with an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trust Trustee in the related Mortgage Loan. In the event that the Servicer receives notice that recording is required to protect the right, title and interest of the Trust Trustee in and to any such Mortgage Loan for which recordation of an Assignment has not previously been required, the Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment to the Servicer for recordation. By its execution of the Pooling and Servicing Agreement for a Series, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Loan underlying such Series and all other assets delivered to it or its Custodian and that are included in the definition of "Trust Estate" in the related Pooling and Servicing Agreement in trust for the exclusive use and benefit of all present and future Certificateholders.

Custody of Trustee Mortgage Loan Files. In connection with the transfer and assignment of the Mortgage Loans from the Company to the Trustee, the Company shall deliver, or cause to be delivered, to the Trustee or its Custodian on or before the Closing Date, a Trustee Mortgage Loan File containing each of the documents listed in the definition thereof. If any Mortgage or an Assignment of a Mortgage to the Trustee or any prior Assignment is in the process of being recorded on the Closing Date, the Company shall cause each such original recorded document or certified copy thereof, to be delivered to the Trustee or its Custodian promptly following its recordation. The Company shall also cause to be delivered to the Trustee any other original Mortgage Loan Document to be included in the Trustee Mortgage Loan File if a copy thereof initially was delivered. In lieu of recording an Assignment of any Mortgage for any Mortgage Loan, the Company may deliver or cause to be delivered to the Trust or its Custodian the Assignment of the Mortgage from the Seller to the Trustee in a form suitable for recordation, together with an Opinion of Counsel to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trust in the related Mortgage Loan. In the event that the Servicer receives notice that recording is required to protect the right, title and interest of the Trust in and to any such Mortgage Loan for which recordation of an Assignment has not previously been required, the Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days of its receipt of such notice deliver, or cause to be delivered, each previously unrecorded Assignment to the Servicer for recordation. By its execution of the Pooling and Servicing Agreement for a Series, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Loan underlying such Series and all other assets delivered to it or its Custodian and that are included in the definition of "Trust Estate" in the related Pooling and Servicing Agreement in trust for the exclusive use and benefit of all present and future Certificateholders.