shall release its
custody of the Purchased Loan File only in accordance with written instructions
from Buyer, unless such release is required as incidental to the servicing of
the Purchased Loans or is in connection with a repurchase of any Purchased Loan
by Seller.
(C)
NOTWITHSTANDING THE PROVISIONS OF SECTION 6(B) ABOVE REQUIRING THE
EXECUTION OF THE CUSTODIAL DELIVERY AND CORRESPONDING DELIVERY OF THE PURCHASED
LOAN FILE TO THE CUSTODIAN ON OR PRIOR TO THE RELATED PURCHASE DATE, WITH
RESPECT TO EACH TRANSACTION INVOLVING A PURCHASED LOAN WHICH IS IDENTIFIED IN
THE RELATED CONFIRMATION AS A TABLE FUNDED LOAN, SELLER SHALL, IN LIEU OF
EFFECTUATING THE DELIVERY OF ALL OR A PORTION OF THE PURCHASED LOAN FILE ON OR
PRIOR TO THE RELATED PURCHASE DATE, (I) DELIVER THE PURCHASED LOAN FILE (OR THE
PORTION THEREOF NOT THEN DELIVERED TO THE CUSTODIAN) TO BUYER ON OR PRIOR TO THE
PURCHASE DATE BY MEANS OF DELIVERY OF THE SAME TO THE BAILEE, (II) CAUSE THE
BAILEE TO DELIVER TO SELLER, BUYER AND THE CUSTODIAN BY FACSIMILE ON OR BEFORE
THE RELATED PURCHASE DATE FOR THE TRANSACTION (A) A FULLY EXECUTED BAILEE
AGREEMENT AND TRUST RECEIPT ISSUED BY THE BAILEE THEREUNDER, (B) THE PROMISSORY
NOTE(S) IN FAVOR OF SELLER EVIDENCING THE MAKING OF THE PURCHASED LOAN, WITH
SELLER'S ENDORSEMENT OF SUCH NOTE TO BUYER OR ORIGINAL STOCK CERTIFICATE (IF
CERTIFICATED), (C) SUCH OTHER COMPONENTS OF THE PURCHASED LOAN FILE AS BUYER MAY
REQUIRE ON A CASE BY CASE BASIS WITH RESPECT TO THE PARTICULAR TRANSACTION AND
(D) EVIDENCE SATISFACTORY TO BUYER THAT ALL DOCUMENTS NECESSARY TO PERFECT
SELLER'S (AND, BY MEANS OF ASSIGNMENT TO BUYER ON THE PURCHASE DATE, BUYER'S)
INTEREST IN THE COLLATERAL FOR THE PURCHASED LOAN, AND (III) NOT LATER THAN THE
THIRD (3RD) BUSINESS DAY FOLLOWING
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THE PURCHASE DATE, DELIVER TO BUYER THE CUSTODIAL DELIVERY AND TO THE CUSTODIAN
THE ENTIRE PURCHASED LOAN FILE.
(D)
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
SELLER SHALL EXERCISE ALL VOTING, CORPORATE AND SERVICING RIGHTS WITH RESPECT TO
THE PURCHASED LOANS. UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT
OF DEFAULT, BUYER SHALL BE ENTITLED TO EXERCISE ALL VOTING AND CORPORATE RIGHTS
WITH RESPECT TO THE PURCHASED LOANS WITHOUT REGARD TO SELLER'S INSTRUCTIONS
(INCLUDING, BUT NOT LIMITED TO, IF AN ACT OF INSOLVENCY SHALL OCCUR WITH RESPECT
TO SELLER, TO THE EXTENT SELLER CONTROLS OR IS ENTITLED TO CONTROL SELECTION OF
THE SPECIAL SERVICER, BUYER MAY TRANSFER SUCH SPECIAL SERVICING TO AN ENTITY
SATISFACTORY TO BUYER).
7.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS
(A)
TITLE TO ALL PURCHASED LOANS SHALL PASS TO BUYER ON THE APPLICABLE
PURCHASE DATE, AND BUYER SHALL HAVE FREE AND UNRESTRICTED USE OF ALL PURCHASED
LOANS. NOTHING IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL
PRECLUDE BUYER FROM ENGAGING IN REPURCHASE OR FINANCING TRANSACTIONS WITH THE
PURCHASED LOANS OR OTHERWISE SELLING, TRANSFERRING, PLEDGING, REPLEDGING,
HYPOTHECATING, OR REHYPOTHECATING THE PURCHASED LOANS, BUT NO SUCH TRANSACTION
SHALL RELIEVE BUYER OF ITS