THE UCC) WITH RESPECT TO THE PURCHASED SECURITIES AND,
IF THE TRANSACTION IS RECHARACTERIZED AS A SECURED FINANCING, TO HAVE A
PERFECTED FIRST PRIORITY SECURITY INTEREST THEREIN.
NO PURCHASED SECURITIES,
WHETHER CERTIFICATED OR UNCERTIFICATED, SHALL REMAIN IN THE NAME, OR POSSESSION,
OF SELLER OR ANY OF ITS AGENTS OR IN ANY SECURITIES ACCOUNT IN THE NAME OF
SELLER OR ANY OF ITS AGENTS.
(D)
EXCEPT TO THE EXTENT WAIVED BY THE APPLICABLE BUYER IN ITS SOLE
DISCRETION, AS A CONDITION TO THE BUYER'S PURCHASE OF ANY PURCHASED SECURITIES
OR PURCHASED LOANS, AS APPLICABLE, SELLER SHALL DELIVER TO THE APPLICABLE BUYER
ON OR PRIOR TO THE PURCHASE DATE:
With respect to each Security, to the extent reasonably available to Seller:
(I)
COPIES OF THE EXECUTED SECURITIZATION
DOCUMENT GOVERNING SUCH PURCHASED SECURITIES, AND THE OFFERING DOCUMENTS RELATED
TO SUCH PURCHASED SECURITIES, EACH CERTIFIED BY SELLER AS A TRUE, CORRECT AND
COMPLETE COPY OF THE ORIGINAL DOCUMENT DELIVERED TO SELLER, AND ANY ANCILLARY
DOCUMENTS REQUIRED TO BE DELIVERED TO HOLDERS OF THE PURCHASED SECURITIES UNDER
SUCH SECURITIZATION DOCUMENT;
(II)
ONE OR MORE OFFICER'S CERTIFICATES WITH
RESPECT TO THE COMPLETENESS OF THE DOCUMENTS DELIVERED AS MAY BE REASONABLY
REQUESTED BY SECURITIES BUYER,
(III)
AN INSTRUCTION LETTER FROM SELLER TO THE
TRUSTEE UNDER SUCH SECURITIZATION DOCUMENT, INSTRUCTING THE TRUSTEE TO REMIT ALL
SUMS REQUIRED TO BE REMITTED TO THE HOLDER OF SUCH PURCHASED SECURITIES UNDER
SUCH SECURITIZATION DOCUMENT TO THE DEPOSITORY OR AS OTHERWISE DIRECTED IN A
WRITTEN NOTICE SIGNED BY SELLER AND SECURITIES BUYER,
(IV)
COPIES OF ALL DISTRIBUTION STATEMENTS, IF ANY,
DELIVERED TO SELLER PURSUANT TO SUCH SECURITIZATION DOCUMENT DURING THE
THREE-MONTH PERIOD IMMEDIATELY PRECEDING SUCH PURCHASE DATE, AND
30
(V)
ANY OTHER DOCUMENTS OR INSTRUMENTS NECESSARY
IN THE REASONABLE OPINION OF SECURITIES BUYER TO CONSUMMATE THE SALE OF SUCH
PURCHASED SECURITIES TO BUYER OR, IF SUCH TRANSACTION IS RECHARACTERIZED AS A
SECURED FINANCING, TO CREATE AND PERFECT IN FAVOR OF SECURITIES BUYER A VALID
PERFECTED FIRST PRIORITY SECURITY INTEREST IN SUCH PURCHASED SECURITIES.
(E)
ON OR BEFORE EACH PURCHASE DATE, SELLER SHALL DELIVER OR CAUSE TO
BE DELIVERED TO THE APPLICABLE BUYER OR ITS DESIGNEE THE CUSTODIAL DELIVERY IN
THE FORM ATTACHED HERETO AS EXHIBIT IV; PROVIDED, THAT NOTWITHSTANDING THE
FOREGOING, UPON REQUEST OF THE SELLER, THE APPLICABLE BUYER IN ITS SOLE
DISCRETION MAY ELECT TO PERMIT THE SELLER TO MAKE SUCH DELIVERY BY NOT LATER
THAN THE THIRD (3RD) BUSINESS DAY AFTER THE RELATED PURCHASE DATE, SO LONG AS
THE SELLER CAUSES AN ACCEPTABLE ATTORNEY TO DELIVER TO THE APPLICABLE BUYER AND
THE CUSTODIAN AN ATTORNEY'S BAILEE LETTER ON OR PRIOR TO SUCH PURCHASE DATE.
IN
CONNECTION WITH EACH SALE, TRANSFER, CONVEYANCE AND ASSIGNMENT OF A PURCHASED
LOAN, ON OR PRIOR TO EACH PURCHASE DATE WITH RESPECT TO SUCH PURCHASED LOAN, THE
SELLER SHALL DELIVER OR CAUSE TO BE DELIVERED AND RELEASED TO THE CUSTODIAN THE
FOLLOWING DOCUMENTS (COLLECTIVELY, THE "PURCHASED LOAN FILE") PERTAINING TO EACH
OF THE PURCHASED LOANS IDENTIFIED IN THE CUSTODIAL DELIVERY DELIVERED THEREWITH;
PROVIDED, THAT SELLER