Mortgage Loans. As of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities claims and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans, (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) all Escrow Payments, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Purchase Agreement, (f) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignm...
Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection ...
Mortgage Loans. For the purposes of this Agreement, the Servicer shall be under no obligation to deal with any Person but the Owner with respect to this Agreement or the Mortgage Loans unless the books and records show such Person as the owner of the Mortgage Loans. Upon receipt of a written notice from the Owner of the assignment of any Mortgage Loans and this Agreement with respect to such Mortgage Loans, the Servicer shall mark its books and records to reflect the ownership of the Mortxxxx Loans by such assignee, and the previous Owner shall be released from its obligations hereunder to the extent such obligations relate to Mortgage Loans sold by the Owner. Except as set forth in subsection (b) of this Section 2.08 or in Section 9, all Mortgage Loan transfers shall be subject to and Serviced pursuant to this Agreement or as mutually agreed upon by the parties as evidenced by The Service Release and Transfer of Ownership Agreement attached hereto as Exhibit H.
Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWT’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after April 1, 2010 (the “Cut-off Date”) and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RWT on the Closing Date (i) cash in an amount mutually agreed upon by RWT and Sequoia, (ii) 100 percent of the Class LT-R and Class R Certificates, and (iii) $11,200,000 in initial certificate principal amount of the Class A-1 Certificates. On or prior to the Closing Date, RWT shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as trustee and as custodian, Sequoia, as depositor and RWT, as seller.
Mortgage Loans. The Seller hereby represents and warrants to the Purchaser that as to each Mortgage Loan as of the Closing Date (unless otherwise set forth herein):
Mortgage Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan sold by the Seller to the Depositor during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage, (b) all interim recorded assignments or (c) the lender's title policy (together with all riders thereto) satisfying the requirements of clause (ii), (iii) or (v) above, respectively, concurrently with the execution and delivery of this Agreement because such document or documents have not been returned from the applicable public recording office in the case of clause (ii) or (iii) above, or because the title policy has not been delivered to either the Master Servicer or the Depositor by the applicable title insurer in the case of clause (v) above, then the Depositor shall promptly deliver to the Trustee, in the case of clause (ii) or (iii) above, the original Mortgage or the interim assignment, as the case may be, with evidence of recording indicated on when it is received from the public recording office, or a copy of it, certified, if appropriate, by the relevant recording office and in the case of clause (v) above, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or duplicate copy thereof to be delivered to the Trustee upon receipt thereof. The delivery of the original Mortgage Loan and each interim assignment or a copy of them, certified, if appropriate, by the relevant recording office, shall not be made later than one year following the Closing Date, or, in the case of clause (v) above, later than 120 days following the Closing Date. If the Depositor is unable to deliver each Mortgage by that date and each interim assignment because any documents have not been returned by the appropriate recording office, or, in the case of each interim assignment, because the related Mortgage has not been returned by the appropriate recording office, the Depositor shall deliver the documents to the Trustee as promptly as possible upon their receipt and, in any event, within 720 days following the Closing Date. The Deposi...
Mortgage Loans. (a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Mortgage Loan was underwritten or re-underwritten in compliance with the Credit Policies and originated in compliance with the Applicable Requirements. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no act or omission or alleged act or omission, or error by the Company, any of its Affiliates or any employee, agent or representative acting on the Company’s or any such Affiliate’s behalf, with respect to the origination, acquisition or transfer of any of the Mortgage Loans that was not in conformity with the Applicable Requirements. No Mortgage Loan is a “high-cost loan” or “covered loan” under any of the Home Ownership Equity Protection Act, the Truth in Lending Act (Regulation Z) or a similar federal, state or local Requirements of Laws. Seller has made available to Buyer a true and complete copy of the Credit Policies as in effect as of the date hereof.
(b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the forms of documentation used by the Company and its Affil...
Mortgage Loans. In connection with mortgage financing provided by or held by the Company, notes or other evidences of indebtedness or obligations that are secured or collateralized by Real Property owned by the borrowers. MRE Sponsor. Macquarie Capital Funds Inc., a Delaware corporation. NASAA REIT Guidelines. The Statement of Policy Regarding Real Estate Investment Trusts adopted by the North American Securities Administrators Association on May 7, 2007. Net Income. For any period, the Company’s total revenues determined in accordance with GAAP applicable to such period, less the total expenses determined in accordance with GAAP applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and Acquisition Expenses and Acquisition Fees to the extent not capitalized, excluding any gain from the sale of Assets.
Mortgage Loans. (a) The Borrower will not modify or waive any term of any pledged Mortgage Loan or release any security or obligor, if as a result thereof such Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to become, ineligible for FHA insurance or VA guaranty, if applicable, or for purchase in accordance with the relevant Master Commitment or Purchase Commitment. The Borrower will notify the Agent of (i) any payment default in respect of any pledged Collateral which has continued for 30 days, 60 days or 90 days, respectively, (ii) the occurrence of an Insolvency Event in respect of an obligor on any Mortgage Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and (iv) any other material default in any other term of any pledged Collateral, such notice to be delivered not later than three (3) Business Days following the occurrence thereof in the case of an event specified in clauses (i) or (iii) and promptly upon the Borrower's receiving notice or otherwise becoming aware thereof in the case of an event specified in clauses (ii) or (iv).
(b) All FHA Loans, and VA Loans will comply in all respects with all applicable requirements for purchase under the applicable GNMA or FNMA standard form of selling contract for FHA insured and VA guaranteed loans and any supplement thereto then in effect. All Conforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable thereto.
