LETTER ESCROW AGREEMENT
To: First American Title Insurance Company of New York
Re: Loan made by ("Lender") to ( "Borrower")
Dear _______________ :
This letter shall constitute escrow instructions to you from the above-referenced Lender in connection with the $_____________ loan (the 'Loan") made by Lender to the above-referenced Borrower, with respect to the property located in the County of New York, State of New York, located at ________________________ , New York, New York.
A. Delivery of Documents. The following documents relating to the Loan (collectively, the "Delivered Documents"), all of which are executed originals, have been delivered to you:
(LIST)
B. Deposit of Loan Funds. You will receive from Lender
a wire transfer in the amount of $________________ (the
"Loan Funds"), to be held in escrow in accordance with
the terms of this Agreement.
C. Conditions to Closing. The following are Lender's conditions
to closing the Loan (collectively, the "Closing
Conditions"):
1. You have received from Lender the Loan Funds and are prepared to immediately disburse said funds in accordance with the disbursement statement, a copy of which is attached hereto as Exhibit A and made a part hereof (the "Disbursement Statement").
2. Borrower has satisfied all of the requirements of funding the Loan, which compliance will be confirmed by ___________________ , Esq. of this office and _____________________ of Lender's office has confirmed the completeness and accuracy of the Disbursement Statement.
3. You are in a position to issue the Policy (hereinafter defined) in fon~ identical to the copy of the pro forma policy or marked-up title commitment attached hereto as Exhibit B (the "Commitment") with the addition of recording/filing information with respect to the recorded/filed Delivered Documents.
4. You are unconditionally and irrevocably committed to issue to Lender a 1992 ALTA Mortgagee's Policy of Title Insurance (the "Policy") which Policy: (a) shall be effective as of the date the Loan is funded. (b) shall show the named insured as "_______________ (Lender), its successors and/or assigns"; (c) shall provide coverage in the amount of $__________ ; (d) shall show title to the fee interest in the Property vested in Borrower; (e) shall contain a legal description identical to the legal description attached to the Mortgage as Exhibit A; (f) shall insure the Mortgage to be a valid first lien on the Property pursuant to the Commitment; and (g) shall insure Lender and its successors and/or assigns without additional exception during the period from the date of the Commitment through and following the date and time of recording of the Mortgage.
5. You are prepared (without the need of further documentation, funds or anything else) to record or file, as appropriate, the Delivered Documents.
6. You have all title insurance premiums and all title related fees, costs and expenses and all recording and filing fees, taxes and charges and all escrow fees, taxes and closing costs, including, but not limited to, any fees, costs and expenses to be incurred under paragraph H, below. The Policy and each endorsement attached thereto must reflect an identifier for the Policy. Further, each endorsement to the Policy must be signed and dated.
D. Closing. When all of the foregoing Closing Conditions have been fully met, you shall immediately:
1. Notify ___________________ , Esq. at (____________ ) (or, in his/her absence,_________________ , Esq. at (______________ ) and advise him/her that you have received the Loan Funds and are proceeding with the closing; and then
2. Disburse the Loan Funds in the manner specified in the Disbursement Statement;
3. Record and/or file in the appropriate public records all documents, including deeds, satisfactions, releases and terminations necessary and appropriate to issue the Policy; and
4. Record or file in the appropriate records (a) of New York County, New York, the ___________________________________________ and (b) in the New York Secretary of State, the one UCC-1 Filing, in that order; and then when available;
5. Promptly deliver the Policy. The Policy should be sent via overnight courier to:_________________________________________________ Attention: __________________ . With respect to number (D)(4) above, please request that the recording office stamp all of the recording/filing data on a photocopy of each instrument being recorded/filed and have the recording office certify as to the authenticity of same or, if the recording office will not so certify, you shall so certify (such photocopies being the "Duplicate Recorded Documents"). You further certify that all title insurance premiums, recording fees, escrow fees, taxes (including all applicable mortgage tax) and other closing costs shall have been paid upon disbursement as set forth on the Disbursement Statement.
E. Compliance Dates.
1. If for any reason, by ______ P.M. EST. on _______ , 19____, you have not received from Lender the Loan Funds, you are to immediately notify _______________________ for further instructions.
2. If for any reason, by 3:00 p.m. (New York time) of the second business day following the date on which you receive the Loan Funds, you are not prepared to comply with the provisions of Paragraph D, above (with the exception of Paragraph D(5)), you are to immediately return by wire transfer the Loan Funds as set forth below to Lender and notify for further instructions. In such event, the Loan Funds are to be wired transferred to _____________________________________________________________________
_______________________________________________________________________ .
F. Confirmation. As soon as the Delivered Documents to be recorded have been recorded in accordance with the terms of this letter, please fax written confirmation of such recording to which written confirmation sets forth the date and time of recording and the recording information of each recorded document and forward by overnight courier to the undersigned at the address specified in paragraph G, below, the Duplicate Recorded Documents.
G. Return of Documents. The original recorded or filed Delivered Documents are to be returned after the recording or filing thereof via overnight courier to _________________ ___________________________________________________ .
H. Sale of Loan. It is anticipated that the Loan shall be sold within ninety (90) days after the closing thereof. Upon your receipt of assignments of the Mortgage and the Assignment of Leases and the Subordination executed by Lender, you shall, without cost to Lender or its assignee, record the same and issue the endorsement to the policy insuring the assignment of Lender's interest (as of the date of the policy now being issued) under the Mortgage to the entity purchasing the Loan.
I. Amendment. The undersigned, on behalf of , reserves the right to modify the foregoing instructions at any time prior to your recording of the Delivered Documents. Please acknowledge your receipt of the Delivered Documents listed in Paragraph A above and confirm your agreement to comply with the foregoing instructions, terms and conditions by signing the attached copy of this letter in the space provided and returning it to the undersigned. Title Company's Acknowledgment and Borrower's Agreement are attached hereto and made a part hereof.
Very truly yours,
BORROWER'S AGREEMENT
By its execution of this letter below, Borrower agrees that the full amount of the Loan shall, from and after the date of receipt by the First American Title Insurance Company of New York of the Loan Funds (as set forth in paragraph B of the attached agreement), be deemed to be disbursed to Borrower and shall thereafter be evidenced by the note secured by the Mortgage (the "Note") and bear interest at the rate provided in the Note.
Dated: _______, 19____
By: ____________________
Name:__________________
Title: __________________
TITLE COMPANY'S ACKNOWLEDGEMENT
The undersigned hereby agrees to be bound by and comply with the instructions, terms and conditions of the foregoing agreement, as same may be amended and, without limiting the foregoing, confirms that: (A) except for receipt of the Loan Funds, all requirements necessary for the issuance of the Policy pursuant to the Commitment, including, without limitation, either the payment of, or satisfactory provision for the payment of, title insurance premiums, recording fees, taxes (including all applicable mortgage tax) and existing encumbrances against the Property, have been complied with pursuant to the Commitment; (B) the undersigned will issue the Policy in accordance with the provisions of the agreement and will otherwise comply wit the terms of the agreement; (C) the undersigned will insure Lender and its successors and/or assigns during the period from the date of the Commitment through the date and time of recording of the Mortgage, without additional exception; and (D) the undersigned will record the original of the assignments upon its receipt thereof and will issue the endorsement insuring the assignment of Lender's interest under the Mortgage to the entity purchasing the Loan, all as contemplated under Paragraph H of the agreement.
Dated: _______ , 19____
By: ____________________
Name:__________________
Title: __________________