Common use of Pooling Agreement Clause in Contracts

Pooling Agreement. In connection with the Depositor's assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned, and deliver the Servicing File to the Master Servicer. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied; provided, such Mortgage Loan Seller shall deliver a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (viii), (xi) and (xii) of the definition of "Mortgage File," with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File; provided that a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Trustee or a Custodian appointed thereby on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder's office, in the case of the documents and/or instruments referred to in clause (ii) of the definition of "Mortgage File," to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Trustee or such Custodian within 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Trustee may consent to, which consent shall not be unreasonably withheld so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee no less often than every 90 days, attempting in good faith to obtain from the appropriate public filing office or county recorder's office such original or photocopy). If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (viii), (xi) and (xii) of the definition of "Mortgage File," with evidence of filing or recording thereon, for any other reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File; provided that a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii) of the definition of "Mortgage File" by the appropriate county recorder's office to be a true and complete copy of the original thereof submitted for recording) is delivered to the Trustee or a Custodian appointed thereby on or before the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, the applicable Mortgage Loan Seller cannot deliver in complete and recordable form (or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), (v) (to the extent not already assigned pursuant to clause (iii)), or (xi) of the definition of "Mortgage File" solely because of the unavailability of filing or recording information as to any existing document or instrument and/or because such assignments are assignments in blank and have not been completed in favor of the Trustee as specified in the related clause(s) of the definition of "Mortgage File," such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (except for any Mortgage which has been recorded in the name of MERS or its designee), in fully complete and recordable form (or form suitable for filing or recording, if applicable), are delivered to the Trustee or its Custodian within 180 days of the Closing Date (or within such longer period, not to exceed 18 months after the Closing Date, as the Trustee in its discretion may consent to, which consent shall not be unreasonably withheld so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee no less often than every 90 days, attempting in good faith to obtain from the appropriate public filing office or county recorder's office the applicable filing or recording information as to the related document or instrument). Notwithstanding anything herein to the contrary, with respect to letters of credit, the applicable Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trust (in care of the Master Servicer)) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents); and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Trustee together with an officer's certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an officer's certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Trustee on the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 60 days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.

Pooling Agreement. In connection with the Depositor's assignment pursuant to subsection (a) aboveIn order to promote the early and orderly development of Leased Substances and to assure Lessor of the earliest possible realization of income from exploration of the resource it is in Lessor's best interests that the Leased Land be pooled with certain land more particularly described in Exhibit "C" attached hereto and made a part hereof ("▇▇▇▇▇▇ Land"), which land is owned by The Trustees of the Estate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"). (The Leased Land and ▇▇▇▇▇▇ Land are herein referred to as the "Pooled Lands"). From and after the date hereof, the Depositor Leased Land shall directbe pooled with the ▇▇▇▇▇▇ Land insofar as the exploration for, development production and hereby represents sale of Leased Substances from the Pooled Lands is concerned. (b) Nothing herein shall be construed to result in the transfer of title to the land or to the Leased Substances produced from either the Leased Land or ▇▇▇▇▇▇ Land to any other party or to Lessee. The intention of this paragraph 4 is to provide for the cooperative development and warrants that it has directedoperation of the Pooled Lands and the sharing, as hereinafter set forth, of the royalties payable on the production of Leased Substances from the Pooled Lands. (c) Operations may be conducted upon the Pooled Lands as if the Pooled Lands had been included in a single lease executed by Lessor and ▇▇▇▇▇▇. as Lessors, in favor of Lessee. Drilling operations conducted with respect to Leased Substances on either the Leased Land or ▇▇▇▇▇▇ Land shall be considered as operations upon or production from the other land and such operations or production shall continue in effect each lease in the Pooled Lands as if such operations or production had been conducted, including drilling of ▇▇▇▇▇, separately on each of the Mortgage Loan Sellers pursuant lands within the Pooled Lands, subject, however, to the drilling requirements imposed by the State Lease and Geothermal Regulations. (d) Nothing in this lease shall relieve Lessee from the obligation to develop diligently to the extent economically practicable the full geothermal resource potential of both the Leased Land and ▇▇▇▇▇▇ Land notwithstanding the fact that lease terms and production derived from other lands may be subject to the payment bf royalties and other monetary lease terms which may be more favorable to Lessee than those provided in this lease. Lessee shall exercise reasonable judgment as to the timing, location, and production schedules for all operations on the Pooled Lands. (e) For the purpose of determining royalties payable to Lessor, all of the gross proceeds derived from the production and sale of Leased Substances, free of any charges except as provided in paragraph 6, shall be allocated fifty-six and four-tenth's percent (56.4%) to the ▇▇▇▇▇▇ Land and forty-three and six-tenth's percent (43.6%) to the Leased Land, except as hereinafter expressly provided in subparagraphs (1) and (2) of this paragraph 4(e), and royalties payable under this lease with respect to the Leased Land shall be computed only on that portion of the gross proceeds of production which has been allocated to the Leased Land in said proportion. Royalties payable to Lessor shall be calculated by multiplying the applicable Mortgage Loan Purchase Agreement royalty rate for the Generation of Electrical Power, Nonelectric Uses and Extractable Minerals and Gases provided for in paragraphs,6A, B and C, respectively of this lease, by the corresponding portion of the gross proceeds received for each such use and which has been allocated to deliver to the Leased Land as hereinabove provided. Payments shall be made in accordance with the provisions of paragraph 6F. (1) In the event production and deposit with, sale of Leased Substances first commences on or cause to be delivered to from the Leased Land: (a) Lessee shall keep accurate account of that portion of the volume of Leased Substances produced and deposited withsold from the Leased Land, the Trustee or a Custodian appointed therebygross proceeds of which have been allocated to the ▇▇▇▇▇▇ Land as hereinabove provided, on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned(hereinafter referred to as ▇▇▇▇▇▇'▇ "deficit volume"), and deliver the Servicing File shall render monthly reports to the Master Servicer. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement Lessor and this Section 2.01(b) shall be deemed to have been satisfied; provided, such Mortgage Loan Seller shall deliver a copy or duplicate original ▇▇▇▇▇▇ of such Mortgage Notevolume, together with an affidavit certifying their monthly royalty statements. Each monthly report shall state ▇▇▇▇▇▇'▇ deficit volume for that the original thereof has been lost or destroyed month and indemnifying the Trustee▇▇▇▇▇▇'▇ total deficit volume up to and including that month. If the applicable Mortgage Loan Seller cannot deliverSuch deficit volume of Leased Substances shall be repayable by ▇▇▇▇▇▇ to Lessor as hereinafter provided, or cause to be delivered, but only from that volume of Leased Substances as to any Mortgage Loan, any which an allocation of gross proceeds is made to Kapoho in the proportion abovementioned from production and sale of Leased Substances from the ▇▇▇▇▇▇ Land. (b) Upon production and sale of Leased Substances from the ▇▇▇▇▇▇ Land: (i) The gross proceeds of the documents and/or instruments referred to in clauses (ii), (iv), (viii), (xi) and (xii) sale of Leased Substances from the definition of "Mortgage File," with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) ▇▇▇▇▇▇ Land shall be deemed similarly allocated to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, ▇▇▇▇▇▇ Land and such non-delivered document or instrument shall be deemed to have been included the Leased Land in the Mortgage File; foregoing proportions and royalties computed and paid thereon as provided that a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Trustee or a Custodian appointed thereby on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder's office, in the case of the documents and/or instruments referred to in clause above. (ii) Lessee shall keep accurate account of that portion of the definition volume of Leased Substances produced and sold from the ▇▇▇▇▇▇ Land, the gross proceeds of which have been allocated to the Leased Land as hereinabove provided (hereinafter referred to as the ▇▇▇▇▇▇'▇ "Mortgage File," credit volume") and shall render to ▇▇▇▇▇▇ and Lessor monthly reports of ▇▇▇▇▇▇'▇ credit volume similar to that provided above for ▇▇▇▇▇▇'▇ deficit volume. (iii) If the gross proceeds received from the production and sale of Leased Substances from the Leased Land are less than or equal to the gross proceeds received from the production and sale of Leased Substances from the ▇▇▇▇▇▇ Land, all such gross proceeds from the Leased Land shall be allocated to the Leased Land and royalties computed and paid thereon to Lessor. (iv) The gross proceeds received from the production and sale of Leased Substances from the Leased Land, in excess of the gross proceeds received from the sale and production of Leased Substances from the ▇▇▇▇▇▇ Land, shall continue to be a true allocated to the ▇▇▇▇▇▇ Land and complete copy the Leased Land in the proportions abovementioned and royalties computed and paid thereon as first above provided in this paragraph 4(e). However, ▇▇▇▇▇▇'▇ deficit volume shall be increased by such volume of Leased Substances as to which the gross proceeds from sale of Leased Substances from the Leased Land has been allocated to the ▇▇▇▇▇▇ Land. (v) At any time after the end of the original thereof submitted calendar year 1999, Lessor shall have the option to forgive the deficit then owing by ▇▇▇▇▇▇ to Lessor. In the event such option is exercised by Lessor, ▇▇▇▇▇▇ and Lessor shall no longer share with the other in the production and sale of Leased Substances from their respective lands. (c) Unless Lessor has sooner exercised its said option to forgive ▇▇▇▇▇▇'▇ deficit volume, when ▇▇▇▇▇▇'▇ credit volume equals ▇▇▇▇▇▇'▇ deficit volume, Lessor and ▇▇▇▇▇▇ shall no longer share with the other in the production and sale of Leased Substances from their respective lands. All of the gross proceeds from production and sale of Leased Substances from the Leased Land shall all be allocated to the Leased Land as royalties computed and paid thereon to Lessor as provided herein. (d) In the event that Lessee determines that Leased Substances do not exist under the ▇▇▇▇▇▇ Land or for recording)any other reason quitclaims and surrenders all of its right, with evidence title, and interest in and to the ▇▇▇▇▇▇ Land, ▇▇▇▇▇▇ shall have no further obligation to repay ▇▇▇▇▇▇'▇ deficit volume of filing Leased Substances to Lessor. In such event, or recording in the event production and sale of Leased Substances has not commenced on the ▇▇▇▇▇▇ Land by December 31, 1999, ▇▇▇▇▇▇ shall continue to be entitled to its allocation of gross proceeds to the ▇▇▇▇▇▇ Land from the sale of Leased Substances from the Leased Land as provided hereinabove until the end of the calendar year 1999. Thereafter, ▇▇▇▇▇▇ shall no longer be entitled to share in the production and sale of Leased Substances, and royalties based thereon, is delivered from the Leased Land, nor shall Lessor thereafter be entitled to share in any subsequent production of Leased Substances from the ▇▇▇▇▇▇ Land. (2) In the event production and sale of Leased Substances first commences on or from the ▇▇▇▇▇▇ Land: (a) If Lessor has not sold its geothermal rights as to the Trustee or such Custodian within 180 days Leased Land, and/or all of its right, title and interest in and to the Leased Land, to a third party prior to December 31, 1999: (i) All of the Closing Date (or within such longer periodgross proceeds thereof shall be allocated to the ▇▇▇▇▇▇ Land and royalties paid thereon to ▇▇▇▇▇▇ at the rates provided for in paragraphs 6A, not to exceed 18 months, after the Closing Date as the Trustee may consent to, which consent B and C hereof. Lessor shall not be unreasonably withheld so long entitled to any allocation of gross proceeds to the Leased Land from such production and sale of Leased Substances from the ▇▇▇▇▇▇ Land nor to any royalties based thereon. (ii) If production and sale of Leased Substances commences on the Leased Land prior to December 31, 1999, all of the gross proceeds from the sale and production of Leased Substances from the ▇▇▇▇▇▇ Land shall continue to be allocated to the ▇▇▇▇▇▇ Land and royalties computed and paid thereon to ▇▇▇▇▇▇ as provided hereinabove. However, ▇▇▇▇▇▇ shall not be entitled to share in the production and sale of Leased Substances from the Leased Land nor to any royalties based thereon. (iii) If production and sale of Leased Substances has not commenced on the Leased Land by December 31, 1999, the pooling arrangements herein allowing Lessor and ▇▇▇▇▇▇ to share in the production and sale of Leased Substances from their respective lands shall thereafter be null and void. (iv) If Lessee determines that Leased Substances do not exist under the Leased Land or for any other reason quitclaims and surrenders all of its right, title and interest in and to the Leased Land, the pooling arrangements herein allowing Lessor and ▇▇▇▇▇▇ to share in the production and sale of Leased Substances from their respective lands shall thereafter be null and void. (b) If prior to December 31, 1999, Lessor sells its geothermal rights as to the Leased Land, and/or all of its right, title, and interest in and to the Leased Land, to a third party and such third party becomes the Lessor hereunder: (i) Such third party shall thereafter be entitled to an allocation to the Leased Land of 43.6% of the gross proceeds, received from the sale of Leased Substances from the ▇▇▇▇▇▇ Land and the applicable Mortgage Loan Seller isroyalties based thereon, as certified in writing and the ▇▇▇▇▇▇ Land shall be entitled to an allocation of the remaining 56.4% of such gross proceeds and the applicable royalties based thereon. (ii) Lessee shall keep accurate account of that portion of the volume of Leased Substances from the ▇▇▇▇▇▇ Land sold, the gross proceeds of which have been allocated to the Trustee Leased Land (hereinafter referred to as Lessor's "deficit volume"), and shall render monthly reports thereof similar to those described above for ▇▇▇▇▇▇'▇ deficit volume. Lessor's deficit volume of Leased Substances shall be repayable by the third party to ▇▇▇▇▇▇, but only from that volume of Leased Substances as to which an allocation of gross proceeds is made to the ▇▇▇▇▇▇ Land in the proportion first mentioned in this paragraph 4(e) from production and sale of Leased Substances from the Leased Land. (iii) When production and sale of Leased Substances subsequently commences on the Leased Land, the gross proceeds of sale thereof shall be allocated 56.4% to the ▇▇▇▇▇▇ Land and 43.6% to the Leased Land and royalties computed and paid thereon as first provided in this paragraph 4(e). (aa) The gross proceeds received from the sale and production of Leased Substances from the ▇▇▇▇▇▇ Land, equal to the gross proceeds received from the production and sale of Leased Substances from the Leased Land, shall be allocated to the ▇▇▇▇▇▇ Land and royalties computed and paid thereon to ▇▇▇▇▇▇. (bb) The gross proceeds received from the production and sale of Leased Substances from the ▇▇▇▇▇▇ Land, in excess of the gross proceeds received from the sale and production of Leased Substances from the Leased Land, shall continue to be allocated to the ▇▇▇▇▇▇ Land and the Leased Land in the proportions abovementioned and royalties computed and paid thereon as first provided in this paragraph 4(e). However, Lessor's deficit volume shall be increased by such volume of Leased Substances as to which the gross proceeds from sale of Leased Substances from the ▇▇▇▇▇▇ Land has been allocated to the Leased Land. (cc) At any time after the end of the calendar year 1999, ▇▇▇▇▇▇ shall have the option to forgive the deficit volume then owing by Lessor to ▇▇▇▇▇▇. In the event such option is exercised by ▇▇▇▇▇▇, Lessor and ▇▇▇▇▇▇ shall no less often than every 90 dayslonger share with the other in the Production and sale of Leased Substances from their respective lands. (dd) Unless ▇▇▇▇▇▇ has sooner exercised its option to forgive Lessor's deficit volume, attempting when Lessor's credit volume equals Lessor's deficit volume, ▇▇▇▇▇▇ and Lessor shall no longer share with the other in the production and sale of Leased Substances from their respective lands. All of the gross proceeds from production and sale of Leased Substances from the ▇▇▇▇▇▇ Land shall be allocated to the ▇▇▇▇▇▇ Land and royalties computed and paid thereon to ▇▇▇▇▇▇. (ee) In the event production and sale of Leased Substances have not commenced on the Leased Land by December 31, 1999, Lessor shall thereafter no longer be entitled to share in the production and sale of Leased Substances, and royalties based thereon, from the ▇▇▇▇▇▇ Land, nor shall ▇▇▇▇▇▇ thereafter be entitled to share in any subsequent production of Leased Substances from the Leased Land. (ff) In the event Lessee determines that Leased Substances do not exist under the Leased Land or for any other reason quitclaims and surrenders all of its right, title, and interest in and to the Leased Land prior to December 31, 1999, Lessor shall have no further obligation to repay Lessor's deficit volume of Leased Substances to ▇▇▇▇▇▇. Thereafter, Lessor shall no longer be entitled to any allocation of gross proceeds from the ▇▇▇▇▇▇ Land nor to any royalties based thereon. (3) Lessor shall not hold Lessee responsible or liable for any payments made by Lessee in good faith to obtain from the appropriate public filing office or county recorder's office such original or photocopyLessor and/or ▇▇▇▇▇▇ under this paragraph 4(e). If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, Any disputes between Lessor and ▇▇▇▇▇▇ as to any Mortgage Loansuch payments shall be a matter for Lessor and ▇▇▇▇▇▇ to resolve between them, and Lessee's sole responsibility with respect thereto will be to provide the information on which any such payments were based. This paragraph 4(e) shall not be construed to impose upon Lessee any duty to take any action or forbear from its rights in connection with any dispute which may hereafter arise between Lessor and ▇▇▇▇▇▇ with respect to the interpretation thereof. Lessee may, at its sole option and as a prerequisite to making any changes from the royalty allocation first made under this paragraph 4(e), require that Lessor and ▇▇▇▇▇▇ jointly execute a written instruction to Lessee in respect of any changes in royalty payments between them. Lessor and ▇▇▇▇▇▇ may at any time instruct Lessee in writing in respect of any changes in royalty payments between them and Lessee shall comply with such instructions, provided that no such instruction shall increase the, total royalties otherwise payable to Lessor or ▇▇▇▇▇▇ hereunder and under the ▇▇▇▇▇▇ Lease. Payment by Lessee in accordance with such written instructions shall be conclusive evidence of satisfaction of Lessee's obligations in respect to the payment of such royalties. (f) Except as provided in paragraph 4(e) above: (1) The allocation of gross proceeds derived from the production of Leased Substances to an owner of the documents and/or instruments referred to in clauses (ii), (iv), (viii), (xi) and (xii) of the definition of "Mortgage File," with evidence of filing or recording thereon, for any other reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) Pooled Lands shall be deemed for all purposes to have been satisfied as to such non-delivered document or instrumentproduced from the owner's land irrespective of whether the Leased Substances were actually produced therefrom, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File; provided that a photocopy of such non-delivered document or instrument and (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii2) of the definition of "Mortgage File" by the appropriate county recorder's office to be a true and complete copy of the original thereof submitted for recording) is delivered to the Trustee or a Custodian appointed thereby on or before the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, the applicable Mortgage Loan Seller cannot deliver in complete and recordable form (or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), (v) (to the extent not already assigned pursuant to clause (iii)), or (xi) of the definition of "Mortgage File" solely because of the unavailability of filing or recording information as to any existing document or instrument and/or because such assignments are assignments in blank and have not been completed in favor of the Trustee as specified in the related clause(s) of the definition of "Mortgage File," such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (except for any Mortgage which has been recorded in the name of MERS or its designee), in fully complete and recordable form (or form suitable for filing or recording, if applicable), are delivered to the Trustee or its Custodian within 180 days of the Closing Date (or within such longer period, not to exceed 18 months after the Closing Date, as the Trustee in its discretion may consent to, which consent The foregoing percentage allocations shall not be unreasonably withheld so long subject to change whatever the actual ratio of production which may be derived from the Leased Land and ▇▇▇▇▇▇ Land and notwithstanding any future reductions in the original acreage included in this lease and the ▇▇▇▇▇▇ lease which together comprise the Pooled Lands, or the termination of this lease or the ▇▇▇▇▇▇ lease except as the applicable Mortgage Loan Seller isprovided in subparagraph (i) of this paragraph 4. (g) Lessee expects to produce, as certified in writing initially, sufficient Hot Water, Steam and Thermal Energy to supply an electrical generating plant with a design capacity of 25 megawatts or more. Subject to the Trustee no less often than every 90 daysprovisions hereof, attempting in good faith Lessee shall have the right to obtain from the appropriate public filing office or county recorder's office the applicable filing or recording information as to the related document or instrument). Notwithstanding anything herein to the contrary, with respect to letters of credit, the applicable Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trust (in care of the Master Servicer)) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents); and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Trustee together with an officer's certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an officer's certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Trustee on the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 60 days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.commingle productio