BY THE BUYER TO THE SELLERS SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
22
3.04
FEES. THE SELLERS AGREE TO PAY TO THE BUYER THE
FEES SET FORTH IN THE FEE LETTER.
3.05
TAX TREATMENT. EACH OF THE SELLERS AND THE BUYER
INTEND THAT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, EACH TRANSACTION WILL
BE CONSIDERED A SECURED FINANCING.
3.06
INCOME PAYMENTS. ALL INCOME, IF ANY, THAT IS PAID
IN RESPECT OF ANY PURCHASED LOAN DURING THE TERM OF A TRANSACTION HEREUNDER
SHALL BE THE PROPERTY OF THE BUYER. NOTWITHSTANDING THE FOREGOING, (I) PROVIDED
THAT NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE BUYER AGREES
THAT THE SELLER SHALL BE PERMITTED TO RECEIVE ALL INCOME PAID OR DISTRIBUTED ON
OR IN RESPECT OF THE PURCHASED LOANS TO THE FULL EXTENT IT WOULD BE SO ENTITLED
IF THE PURCHASED LOANS HAD NOT BEEN SOLD TO THE BUYER AND (II) IN THE EVENT THAT
ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE SELLER SHALL
REMIT TO THE BUYER ALL INCOME RECEIVED WITH RESPECT TO EACH PURCHASED LOAN ON
THE RELATED PAYMENT DATE OR ON SUCH OTHER DATE OR DATES AS THE BUYER NOTIFIES
THE SELLER IN WRITING.
Section 4. Purchased Items; Security Interest.
4.01
PURCHASED ITEMS; SECURITY INTEREST.
(A)
PURSUANT TO THE CUSTODIAL AGREEMENT, THE CUSTODIAN SHALL HOLD THE MORTGAGE
LOAN DOCUMENTS AS EXCLUSIVE BAILEE AND AGENT FOR THE BENEFIT OF THE BUYER
PURSUANT TO TERMS OF THE CUSTODIAL AGREEMENT AND SHALL DELIVER TO THE BUYER A
TRUST RECEIPT AND MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT, EACH TO THE
EFFECT THAT IT HAS REVIEWED SUCH MORTGAGE LOAN DOCUMENTS IN THE MANNER AND TO
THE EXTENT REQUIRED BY THE CUSTODIAL AGREEMENT AND IDENTIFYING ANY DEFICIENCIES
IN SUCH MORTGAGE LOAN DOCUMENTS SO REVIEWED.
(B)
EACH OF THE SELLERS AND THE BUYER INTEND THAT, FOR OTHER THAN UNITED STATES
FEDERAL INCOME TAX PURPOSES, THE TRANSACTIONS HEREUNDER BE SALES TO THE BUYER OF
THE PURCHASED ITEMS AND NOT LOANS FROM THE BUYER TO THE APPLICABLE SELLER
SECURED BY THE PURCHASED ITEMS. HOWEVER, IN ORDER TO PRESERVE THE BUYER'S RIGHTS
UNDER THIS REPURCHASE AGREEMENT IN THE EVENT THAT A COURT OR OTHER FORUM
RE-CHARACTERIZES THE TRANSACTIONS HEREUNDER AS LOANS AND AS SECURITY FOR THE
PERFORMANCE BY EACH SELLER OF ALL OF SUCH SELLER'S OBLIGATIONS TO THE BUYER
HEREUNDER AND THE TRANSACTIONS ENTERED INTO HEREUNDER, OR IN THE EVENT THAT A
TRANSFER OF A PURCHASED ITEM IS OTHERWISE INEFFECTIVE TO EFFECT AN OUTRIGHT
TRANSFER OF SUCH PURCHASED ITEM TO THE BUYER, EACH SELLER HEREBY ASSIGNS,
PLEDGES AND GRANTS A SECURITY INTEREST IN ALL OF ITS RIGHT, TITLE AND INTEREST
IN, TO AND UNDER THE PURCHASED ITEMS TO THE BUYER TO SECURE THE PAYMENT OF THE
REPURCHASE PRICE AND PRICE DIFFERENTIAL ON ALL TRANSACTIONS AND ALL OTHER
AMOUNTS OWING TO THE BUYER HEREUNDER, INCLUDING, WITHOUT LIMITATION, AMOUNTS
OWING TO THE BUYER PURSUANT TO SECTION 11.03, AND UNDER THE OTHER REPURCHASE
DOCUMENTS (COLLECTIVELY, THE "REPURCHASE OBLIGATIONS").
(C)
ALL OF EACH SELLER'S