EVIDENCING THE MAKING
OF THE PURCHASED ASSET, WITH SELLER'S ENDORSEMENT OF SUCH NOTE TO BUYER OR
ORIGINAL STOCK CERTIFICATE (IF CERTIFICATED), (C) SUCH OTHER COMPONENTS OF THE
PURCHASED ASSET 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 ASSET,
AND (III) NOT LATER THAN THE THIRD (3RD) BUSINESS DAY FOLLOWING THE PURCHASE
DATE, DELIVER TO BUYER THE CUSTODIAL DELIVERY AND TO THE CUSTODIAN THE ENTIRE
PURCHASED ASSET 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 ASSETS. 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 ASSETS 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 ASSETS
(A)
TITLE TO ALL PURCHASED ASSETS SHALL PASS TO BUYER ON THE
APPLICABLE PURCHASE DATE, AND BUYER SHALL HAVE FREE AND UNRESTRICTED USE OF ALL
PURCHASED ASSETS. NOTHING IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT
SHALL PRECLUDE BUYER FROM ENGAGING IN REPURCHASE OR FINANCING TRANSACTIONS WITH
THE PURCHASED ASSETS OR OTHERWISE SELLING, TRANSFERRING, PLEDGING, REPLEDGING,
HYPOTHECATING, OR REHYPOTHECATING THE PURCHASED ASSETS, BUT NO SUCH TRANSACTION
SHALL RELIEVE BUYER OF ITS OBLIGATIONS TO TRANSFER THE PURCHASED ASSETS TO
SELLER PURSUANT TO SECTIONS 2 OR 11 OF THIS AGREEMENT OR OF BUYER'S OBLIGATION
TO CREDIT OR PAY INCOME TO, OR APPLY INCOME TO THE OBLIGATIONS OF, SELLER
PURSUANT TO SECTION 4 HEREOF.
28
(B)
NOTHING CONTAINED IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT SHALL OBLIGATE BUYER TO SEGREGATE ANY PURCHASED ASSETS DELIVERED TO
BUYER BY SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT, NO PURCHASED ASSET SHALL REMAIN IN THE CUSTODY
OF SELLER OR A SUBSIDIARY OF SELLER.
8.
SUBSTITUTION; SEGREGATION OF DOCUMENTS RELATING TO ELIGIBLE
ASSETS
(A)
SUBSTITUTION OF ELIGIBLE ASSETS IS SUBJECT TO SATISFACTION OF THE
CONDITIONS TO THE ACQUISITION OF THE PURCHASED ASSETS.
(B)
ALL DOCUMENTS RELATING TO PURCHASED ASSETS IN THE POSSESSION OF
SELLER SHALL BE SEGREGATED FROM OTHER DOCUMENTS AND SECURITIES IN ITS POSSESSION
AND SHALL BE IDENTIFIED AS BEING SUBJECT TO THIS AGREEMENT.
9.
REPRESENTATIONS
(A)
BUYER AND SELLERS EACH REPRESENT AND WARRANT, AND SHALL ON AND AS
OF THE PURCHASE DATE OF ANY TRANSACTION BE DEEMED TO REPRESENT AND WARRANT, TO
THE OTHER THAT:
(I)
IT IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT, TO
ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREUNDER AND TO PERFORM