REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 4.2 AND ANY CURE PERIOD APPLICABLE TO A BREACH
THEREOF WITH RESPECT TO WHICH A NOTICE OF CLAIM WAS TIMELY DELIVERED PURSUANT TO
SECTION 7.1.
(E)
CONFIDENTIALITY.
THE TERMS OF THE CONFIDENTIALITY AGREEMENT
SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR TERMS.
ARTICLE VI
CLOSING
Section 6.1.
Closing. The Closing shall take place on the Closing
Date.
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Section 6.2.
Closing Date. (a)
Unless otherwise agreed in writing by the
parties, Seller shall prepare and deliver to Purchaser at Seller's offices any
and all documents required to be delivered by Seller pursuant to this Section
6.2(a) on the Closing Date:
(I)
THE ORIGINAL NOTE FOR EACH LOAN, ENDORSED WITHOUT
RECOURSE (SUCH ENDORSEMENT MAY, AT SELLER'S SOLE OPTION FOR ANY OR ALL OF THE
LOANS, BE BY SEPARATE ALLONGE IN SUBSTANTIALLY THE FORM OF EXHIBIT 6.2(A)(I)(A)
ATTACHED HERETO); PROVIDED, HOWEVER, THAT IN THE EVENT SELLER CANNOT LOCATE THE
ORIGINAL NOTE WITH RESPECT TO ANY LOAN, SELLER MAY SATISFY ITS OBLIGATION TO
DELIVER THE ORIGINAL NOTE WITH RESPECT TO SUCH LOAN BY DELIVERING A COPY OF SUCH
NOTE (IF AVAILABLE) TOGETHER WITH A LOST NOTE AFFIDAVIT IN SUBSTANTIALLY THE
FORM OF EXHIBIT 6.2(A)(I)(B) ATTACHED HERETO;
(II)
AN EXECUTED ASSIGNMENT OF EACH MORTGAGE AND
COLLATERAL PROPERTY AND THE OTHER RECORDED LOAN DOCUMENTS IN SUBSTANTIALLY THE
FORM OF EXHIBIT 6.2(A)(II) ATTACHED HERETO, WITH SUCH MODIFICATIONS AS ARE
REQUIRED UNDER LOCAL LAWS FOR RECORDING PURPOSES IN THE LAND RECORDS IN THE
JURISDICTION IN WHICH THE RELATED MORTGAGED PROPERTY IS LOCATED (THE "ASSIGNMENT
OF MORTGAGE");
(III)
ASSIGNMENTS OF UCC FINANCING STATEMENTS IN
RECORDABLE FORM, FOR ANY UCC FINANCING STATEMENT CONTAINED IN THE LOAN FILE ON
WHICH SELLER IS LISTED AS THE SECURED PARTY, PROVIDED, HOWEVER, THAT AT SELLER'S
SOLE OPTION, PURCHASER SHALL PREPARE AND FILE SUCH ASSIGNMENTS AS ARE REQUIRED
FOR CLOSING ON SELLER'S BEHALF, UTILIZING THE LIMITED POWER OF ATTORNEY
DESCRIBED IN SECTION 6.2(A)(V) BELOW, AND SELLER HEREBY AUTHORIZES PURCHASER TO
PREPARE SUCH ASSIGNMENTS ON SELLER'S BEHALF IN ACCORDANCE WITH THE AUTHORITY
CONFERRED BY THE LIMITED POWER OF ATTORNEY AND UCC SECTION 9-509, AS ADOPTED IN
THE JURISDICTIONS WHERE UCC FINANCING STATEMENTS ARE FILED;
(IV)
AN EXECUTED NOTICE TO BORROWER ADDRESSED TO EACH
BORROWER, SUBSTANTIALLY IN THE FORM OF EXHIBIT 6.2(A)(IV) ATTACHED HERETO,
NOTIFYING SUCH BORROWER OF THE CONVEYANCE OF THE LOAN TO PURCHASER AND DIRECTING
SUCH BORROWER TO MAKE ALL PAYMENTS UNDER THE LOAN TO PURCHASER (WHICH PURCHASER
AGREES TO DELIVER TO THE APPLICABLE BORROWER WITHIN ANY TIME PERIODS REQUIRED
UNDER APPLICABLE LAW);
(V)
AN EXECUTED LIMITED POWER OF ATTORNEY SUBSTANTIALLY
IN THE FORM OF EXHIBIT 6.2(A)(V) ATTACHED HERETO; AND
(VI)
SUCH OTHER EXECUTED ASSIGNMENTS, INSTRUMENTS OF
TRANSFER, AND OTHER DOCUMENTS AS PURCHASER MAY REASONABLY REQUIRE IN ORDER TO
COMPLETE THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING BUT NOT LIMITED TO A
BILL OF SALE AND AN ASSIGNMENT AND ACCEPTANCE OF INTERESTS, SUBSTANTIALLY IN THE
FORM OF EXHIBITS 6.2(A)(VI)(A) AND
6.2(A)(VI)(B) ATTACHED HERETO.
(B)
WITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE CLOSING DATE,
SELLER SHALL