APPURTENANT THERETO, THE CUSTODIAL ACCOUNT, AND ALL PROCEEDS OF
ANY AND ALL OF THE FOREGOING.
SELLER SHALL ALSO BE DEEMED TO HAVE GRANTED TO
MBF A SECURITY INTEREST IN AND LIEN UPON ALL HEDGING ARRANGEMENTS APPLICABLE TO
SUCH MORTGAGE LOAN, ALL ACCOUNTS IN WHICH THOSE HEDGING ARRANGEMENTS ARE HELD,
ALL RIGHTS TO PAYMENTS ARISING UNDER SUCH HEDGING ARRANGEMENTS, AND ALL PROCEEDS
OF ANY OF THE FOREGOING, EXCEPT THAT THIS SECURITY INTEREST SHALL APPLY ONLY TO
RIGHTS AND BENEFITS, INCLUDING RIGHTS TO PAYMENTS, RELATED TO THAT MORTGAGE
LOAN.
IN SUCH AN EVENT, SELLER AGREES THAT SUCH SECURITY INTEREST SHALL BE OF
FIRST PRIORITY AND SHALL BE FREE AND CLEAR OF ADVERSE CLAIMS, LIENS AND
INTERESTS.
IN SUCH EVENT, THIS AGREEMENT SHALL CONSTITUTE A SECURITY AGREEMENT,
AND MBF SHALL HAVE ALL OF THE RIGHTS OF A SECURED PARTY UNDER APPLICABLE LAW.
WITHOUT PREJUDICE TO THE PROVISIONS OF SECTION 9.1 AND THE EXPRESSED INTENT OF
THE PARTIES, AND MERELY AS A PRECAUTION IN THE EVENT THAT ANY TRANSACTION
HEREUNDER MAY BE SO CONSTRUED, SELLER AUTHORIZES MBF TO FILE A FINANCING
STATEMENT FOR THE ABOVE-DESCRIBED COLLATERAL AND, AT MBF'S REQUEST, SELLER AND
MBF WILL ENTER INTO A PRECAUTIONARY CONTROL AGREEMENT WITH THE DEPOSITORY
ELIGIBLE BANK WITH RESPECT TO THE CUSTODIAL ACCOUNT AND ANY ACCOUNT IN WHICH A
HEDGING ARRANGEMENT IS HELD.
10.
SELLER REPRESENTATIONS.
ALL THE REPRESENTATIONS AND WARRANTIES
MADE BY SELLER TO MBF IN THIS AGREEMENT ARE BINDING ON SELLER REGARDLESS WHETHER
THE SUBJECT MATTER THEREOF WAS UNDER THE CONTROL OF SELLER OR A THIRD PARTY.
SELLER ACKNOWLEDGES THAT MBF WILL RELY UPON ALL SUCH REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO EACH MORTGAGE LOAN PURCHASED BY MBF HEREUNDER, AND
SELLER MAKES SUCH REPRESENTATIONS AND WARRANTIES IN ORDER TO INDUCE MBF TO
PURCHASE THE MORTGAGE LOANS.
THE REPRESENTATIONS AND WARRANTIES BY SELLER IN
THIS AGREEMENT WITH RESPECT TO A MORTGAGE LOAN SHALL BE UNAFFECTED BY, AND SHALL
SUPERSEDE, ANY PROVISION IN ANY ENDORSEMENT OF ANY MORTGAGE LOAN OR IN ANY
ASSIGNMENT WITH RESPECT TO SUCH MORTGAGE LOAN TO THE EFFECT THAT SUCH
ENDORSEMENT OR ASSIGNMENT IS WITHOUT RECOURSE OR WITHOUT REPRESENTATION OR
WARRANTY.
ALL SELLER REPRESENTATIONS AND WARRANTIES SHALL SURVIVE DELIVERY OF
THE DRY FUNDING DOCUMENTS PACKAGES, THE WET FUNDING DOCUMENTS PACKAGES, AND THE
LOAN SALE CONFIRMATIONS, PURCHASE BY MBF OF MORTGAGE LOANS, DELIVERY OF THE
CREDIT FILES, TRANSFER OF THE SERVICING FOR THE MORTGAGE LOANS TO A SUCCESSOR
SERVICER, THE TAKEOUT FUNDINGS (IF ANY), REPURCHASES OF THE MORTGAGE LOANS BY
SELLER (IF ANY), AND TERMINATION OF THIS AGREEMENT. THE REPRESENTATIONS AND
WARRANTIES OF SELLER IN THIS AGREEMENT SHALL INURE TO THE BENEFIT OF MBF AND ITS
SUCCESSORS AND ASSIGNS, NOTWITHSTANDING ANY EXAMINATION BY MBF OF ANY MORTGAGE
LOAN DOCUMENTS OR RELATED FILES.
11.
REPRESENTATIONS AND WARRANTIES CONCERNING MORTGAGE LOANS.
BY EACH
DELIVERY OF A LOAN SALE CONFIRMATION, SELLER SHALL BE DEEMED TO MAKE, AS OF THE
EFFECTIVE DATE OF THE DESCRIBED SALE OF THE MORTGAGE LOAN OR LOANS (OR, IF
ANOTHER DATE IS EXPRESSLY PROVIDED IN SUCH REPRESENTATION OR WARRANTY, AS OF
SUCH