MORTGAGES THAT ARE TO BE TRANSFERRED TO A POOL CUSTODIAN
IN CONNECTION WITH THE ISSUANCE OF MORTGAGE-BACKED SECURITIES, SHALL BE RELEASED
FROM THE SECURITY INTEREST GRANTED HEREUNDER ONLY AGAINST PAYMENT TO THE LENDER
OF THE AMOUNT DUE IN CONNECTION WITH SUCH PLEDGED MORTGAGES AS DETERMINED IN
ACCORDANCE WITH SECTION 3.5 OF THIS AGREEMENT OR AGAINST THE ISSUANCE OF SUCH
MORTGAGE-BACKED SECURITIES AND THE CONTINUATION OF THE LENDER'S FIRST PRIORITY,
PERFECTED SECURITY INTEREST IN SUCH MORTGAGE-BACKED SECURITIES AND THE PROCEEDS
THEREOF UNTIL PAYMENT DUE THE LENDER, IN RESPECT OF SAID PLEDGED MORTGAGES IS
MADE TO THE LENDER.
(B)
IN THE CASE OF MORTGAGE-BACKED SECURITIES CREATED FROM PLEDGED
MORTGAGES, THE LENDER SHALL HAVE THE EXCLUSIVE RIGHT TO THE POSSESSION OF THE
MORTGAGE-BACKED SECURITIES OR, IF THE MORTGAGE-BACKED SECURITIES ARE NOT TO BE
ISSUED IN CERTIFICATED FORM, SHALL HAVE THE RIGHT TO HAVE THE BOOK ENTRIES FOR
THE MORTGAGE-BACKED SECURITIES ISSUED IN THE LENDER'S NAME OR THE NAME OR NAMES
OF ITS DESIGNEES.
LENDER SHALL CAUSE DELIVERY OF THE MORTGAGE-BACKED SECURITIES
TO BE MADE TO THE INVESTOR OR THE BOOK ENTRIES REGISTERED IN THE NAME OF THE
INVESTOR OR THE INVESTOR'S DESIGNEE ONLY AGAINST PAYMENT THEREFOR.
THE COMPANY
ACKNOWLEDGES THAT THE LENDER MAY ENTER INTO ONE OR MORE STANDING ARRANGEMENTS
WITH OTHER FINANCIAL INSTITUTIONS FOR THE ISSUANCE OF MORTGAGE-BACKED SECURITIES
IN BOOK ENTRY FORM IN THE NAME OF SUCH OTHER FINANCIAL INSTITUTIONS, AS AGENT
FOR THE LENDER, AND THE COMPANY AGREES UPON REQUEST OF THE LENDER, TO EXECUTE
AND DELIVER TO SUCH OTHER FINANCIAL INSTITUTIONS THE COMPANY'S WRITTEN
CONCURRENCE IN ANY SUCH STANDING ARRANGEMENTS.
21
3.3
DELIVERY OF COLLATERAL DOCUMENTS.
THE LENDER OR ITS DESIGNEE
EXCLUSIVELY SHALL DELIVER PLEDGED MORTGAGES OR PLEDGED SECURITIES TO (A) AN
INVESTOR THAT HAS ISSUED A PURCHASE COMMITMENT WITH RESPECT THERETO FOR ITS
EXAMINATION AND PURCHASE, OR (B) AN APPROVED CUSTODIAN FOR PURPOSES OF
EXAMINATION OR DELIVERY IN CONNECTION WITH THE ISSUANCE OF MORTGAGE-BACKED
SECURITIES.
IN SUCH CASES WHERE THE LENDER MUST DELIVER DOCUMENTS TO AN
INVESTOR OR APPROVED CUSTODIAN, THE LENDER MUST RECEIVE SIGNED SHIPPING
INSTRUCTIONS (IN THE FORM OF EXHIBIT "D" ATTACHED HERETO), NO LATER THAN 2:00
P.M. HOUSTON, TEXAS TIME ONE (1) BUSINESS DAY PRIOR TO THE EXPIRATION OF THE
APPENDED PURCHASE COMMITMENT, IN ADDITION TO ANY OTHER DOCUMENTS LISTED IN
SECTION III OF EXHIBIT "C" IN RESPECT OF THE ISSUANCE OF MORTGAGE-BACKED
SECURITIES.
IF SHIPPING INSTRUCTIONS ARE RECEIVED BY LENDER BEFORE 2:00 P.M.
HOUSTON, TEXAS TIME OF ANY BUSINESS DAY, LENDER WILL SHIP THE DOCUMENTS TOGETHER
WITH THE BAILEE LETTER (IN FORM OF EXHIBIT "K") TO THE INVESTOR OR APPROVED
CUSTODIAN ON THE SAME BUSINESS DAY, OTHERWISE LENDER WILL SHIP THE DOCUMENTS THE
NEXT BUSINESS DAY FOLLOWING RECEIPT OF SHIPPING INSTRUCTIONS.
IN ANY CASE IN
WHICH AN ADVANCE HAS BEEN MADE HEREUNDER AGAINST PLEDGED MORTGAGES, BASED ON THE
EXISTENCE OF A PURCHASE COMMITMENT COVERING SUCH PLEDGED MORTGAGES, THE COMPANY
AGREES THAT SUCH PLEDGED MORTGAGES WILL NOT BE PLACED IN ANY MORTGAGE POOL OTHER
THAN AN ELIGIBLE MORTGAGE POOL, UNLESS SUCH PLEDGED MORTGAGES HAVE