IN SUCH ESCROW, SELLER SHALL CONVEY TO MBF
ABSOLUTELY, AND NOT BY WAY OF COLLATERAL ASSIGNMENT, ALL RIGHTS, TITLE AND
INTEREST IN AND TO THE MORTGAGE LOAN FREE AND CLEAR OF ANY LIEN, CLAIM OR
ENCUMBRANCE (SUCH CONVEYANCE IN THE CASE OF MERS DESIGNATED MORTGAGE LOANS SHALL
BE MADE IN ACCORDANCE WITH THE REQUIREMENTS OF THE MERS® SYSTEM), SUBJECT TO
SELLER'S RETENTION OF SERVICING RIGHTS WITH RESPECT TO THE MORTGAGE LOAN AND
SUBJECT ALSO TO THE RIGHT OF SELLER TO REPURCHASE THE MORTGAGE LOAN AS HEREIN
PROVIDED.
THE LOAN SALE CONFIRMATION AND THE DOCUMENTS IN THE WET FUNDING
DOCUMENTS PACKAGE PREVIOUSLY DELIVERED BY SELLER ARE UNCONDITIONALLY RELEASED TO
MBF UPON CLOSE OF THE ESCROW.
SELLER SHALL DELIVER A DRY FUNDING DOCUMENTS
PACKAGE FOR THE MORTGAGE LOAN NOT LATER THAN THE WET FUNDING DEADLINE.
MBF MAY
ELECT, IN ITS SOLE DISCRETION, NOT TO COMPLETE AND RECORD AN ASSIGNMENT IN BLANK
FOR THE SOLE PURPOSE OF FACILITATING THE SERVICING OF THE RELATED MORTGAGE
LOAN.
IN SUCH EVENT, SELLER AGREES UNTIL FURTHER NOTICE TO REMAIN THE LAST
NAMED PAYEE OR ENDORSEE OF SUCH MORTGAGE NOTE AND THE MORTGAGEE OR ASSIGNEE OF
RECORD OF SUCH MORTGAGE IN TRUST FOR THE SOLE AND EXCLUSIVE BENEFIT OF MBF.
3.7
POST-CLOSING.
IF, AT ANY TIME AFTER PAYMENT OF THE ACQUISITION
PRICE, SELLER HOLDS OR RECEIVES ANY DOCUMENTS OR FUNDS RELATING TO A PURCHASED
MORTGAGE LOAN, SELLER AGREES TO IMMEDIATELY NOTIFY MBF AND TO SEGREGATE AND HOLD
SUCH DOCUMENTS AND/OR FUNDS IN TRUST FOR MBF AND TO DELIVER SUCH DOCUMENTS OR
FUNDS AT THE TIME AND AS REQUIRED BY OTHER PROVISIONS OF THIS AGREEMENT OR AS
DIRECTED BY MBF.
THE PARTIES ACKNOWLEDGE THAT, SO LONG AS SELLER IS SERVICING
THE MORTGAGE LOAN PURSUANT TO SECTION 5, SELLER MAY BE REQUIRED TO RETAIN
POSSESSION OF SUCH DOCUMENTS OR FUNDS SOLELY IN ITS CAPACITY AS MORTGAGE LOAN
SERVICER.
4.
WAREHOUSE LENDER ARRANGEMENTS.
IF A MORTGAGE LOAN TO BE SOLD AND
PURCHASED HEREUNDER HAS BEEN PREVIOUSLY ASSIGNED OR PLEDGED BY SELLER TO A
WAREHOUSE LENDER IN CONNECTION WITH ANY INTERIM FINANCING THEREOF, THEN, AS
APPLICABLE (I) IF MBF IS THE WAREHOUSE
16
LENDER, THE AMOUNT OWING TO THE WAREHOUSE LENDER ON THE ACQUISITION DATE SHALL
BE SATISFIED BY INTERNAL APPLICATION OF SALE PROCEEDS, IN WHICH EVENT MBF WILL
TRANSFER INTO SELLER'S FUNDING ACCOUNT ONLY THE BALANCE, IF ANY, OF THE
ACQUISITION PRICE AFTER SUCH APPLICATION; OR (II) IF THE WAREHOUSE LENDER IS A
THIRD PARTY, MBF WILL TRANSFER THE FULL AMOUNT OF THE ACQUISITION PRICE IN
SELLER'S FUNDING ACCOUNT BUT WILL PROMPTLY WIRE TRANSFER FROM THAT ACCOUNT THE
AMOUNT DUE TO THE THIRD PARTY WAREHOUSE LENDER IN ACCORDANCE WITH THE WAREHOUSE
LENDER'S WIRE INSTRUCTIONS.
IF ANY BALANCE OF THE ACQUISITION PRICE REMAINS IN
SELLER'S FUNDING ACCOUNT AFTER THE WAREHOUSE LENDER HAS BEEN REPAID IN FULL IN
ACCORDANCE WITH THE FOREGOING, THAT BALANCE SHALL BE TRANSFERRED BY MBF IN
IMMEDIATELY AVAILABLE FUNDS, FROM SELLER'S FUNDING ACCOUNT TO SELLER'S OPERATING
ACCOUNT.
5.
SERVICING OF MORTGAGE LOANS AND RELATED PROVISIONS.
5.1
SERVICING OF