MORTGAGE LOANS, (IV) ALL INCOME WITH RESPECT TO SUCH
PURCHASED MORTGAGE LOANS, (V) THE ACCOUNTS, (VI) THE TAKEOUT COMMITMENTS AND
TAKEOUT AGREEMENTS TO THE EXTENT SELLER'S RIGHTS THEREUNDER RELATE TO THE
PURCHASED MORTGAGE LOANS, (VII) ALL HEDGING ARRANGEMENTS RELATING TO THE
PURCHASED MORTGAGE LOANS AND (VIII) ALL PROCEEDS OF THE FOREGOING.
SELLER
HEREBY AUTHORIZES BUYER TO FILE SUCH FINANCING STATEMENTS RELATING TO THE
MORTGAGE ASSETS AS BUYER MAY DEEM APPROPRIATE, AND IRREVOCABLY APPOINTS BUYER AS
SELLER'S ATTORNEY-IN-FACT TO TAKE SUCH OTHER ACTIONS AS BUYER DEEMS NECESSARY OR
APPROPRIATE TO PERFECT AND CONTINUE THE LIEN GRANTED HEREBY AND TO PROTECT,
PRESERVE AND REALIZE UPON THE MORTGAGE ASSETS.
SELLER SHALL PAY ALL FEES AND
EXPENSES ASSOCIATED WITH PERFECTING SUCH LIENS INCLUDING, WITHOUT LIMITATION,
THE COST OF FILING FINANCING STATEMENTS AND AMENDMENTS UNDER THE UCC,
REGISTERING EACH PURCHASED MORTGAGE LOAN WITH MERS AND RECORDING ASSIGNMENTS OF
THE MORTGAGES AS AND WHEN REQUIRED BY BUYER IN ITS SOLE DISCRETION.
(b)
Assignment of Takeout Commitment.The sale of
each Mortgage Loan to Buyer shall include Seller's rights (but none of the
obligations) under the applicable Takeout Commitment and Takeout Agreement to
deliver the Mortgage Loan to the Approved Takeout Investor and to receive the
net sum therefor specified in the Takeout Commitment from the Approved Takeout
Investor.
Effective on and
after the Purchase Date for each Mortgage Loan
purchased by Buyer hereunder, Seller assigns to Buyer, free and clear of any
Lien, all of Seller's right, title and interest in any applicable Takeout
Commitment and Takeout Agreement for such Mortgage Loan; provided that Buyer
shall not assume or be deemed to have assumed any of the obligations of Seller
under any Takeout Agreement or Takeout Commitment.
26
7.
CONDITIONS PRECEDENT
(A)
CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF
THIS AGREEMENT.
THE EFFECTIVENESS OF THIS AGREEMENT SHALL BE SUBJECT TO THE
SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT:
(I)
ON OR BEFORE THE DATE HEREOF, SELLER
SHALL DELIVER OR CAUSE TO BE DELIVERED EACH OF THE DOCUMENTS LISTED ON EXHIBIT E
(OTHER THAN THOSE LISTED UNDER THE HEADING "POST-CLOSING ITEMS") IN FORM AND
SUBSTANCE SATISFACTORY TO BUYER AND ITS COUNSEL;
(II)
AS OF THE DATE HEREOF, THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OF SELLER OR ANY GUARANTOR
SINCE THE MOST RECENT FINANCIAL STATEMENTS OF SUCH PERSON DELIVERED TO BUYER;
(III)
AS OF THE DATE HEREOF, NO MATERIAL ACTION,
PROCEEDING OR INVESTIGATION SHALL HAVE BEEN INSTITUTED, NOR SHALL ANY MATERIAL
ORDER, JUDGMENT OR DECREE HAVE BEEN ISSUED OR PROPOSED TO BE ISSUED BY ANY
GOVERNMENTAL AUTHORITY WITH RESPECT TO SELLER OR ANY GUARANTOR;
(IV)
SELLER SHALL HAVE DELIVERED TO BUYER SUCH
OTHER DOCUMENTS, OPINIONS OF COUNSEL AND CERTIFICATES AS BUYER MAY REASONABLY
REQUEST;
(V)
SELLER SHALL HAVE ESTABLISHED THE ACCOUNTS
AT FINANCIAL INSTITUTION AND SHALL HAVE DEPOSITED THE REQUIRED AMOUNT TO THE
CASH PLEDGE ACCOUNT; AND
(VI)
ON OR BEFORE THE DATE HEREOF, SELLER SHALL
HAVE PAID TO THE EXTENT DUE ALL FEES AND OUT-OF-POCKET COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, DUE