OF ALL AMOUNTS OWING TO
THE AGENT AND EACH BUYER HEREUNDER AND, AS SECURITY FOR THE PERFORMANCE BY EACH
SELLER OF ALL OF THE SELLER'S OBLIGATIONS TO THE AFFILIATED HEDGE COUNTERPARTIES
UNDER THE INTEREST RATE PROTECTION AGREEMENTS AND THIS AGREEMENT, EACH SELLER
HEREBY ASSIGNS, PLEDGES AND GRANTS TO THE AGENT, AS AGENT FOR AND ON BEHALF OF
THE AFFILIATED HEDGE COUNTERPARTIES, A PARI PASSU SECURITY INTEREST, SUBJECT TO
THE PAYMENT PRIORITIES SET FORTH IN THIS AGREEMENT, IN ALL OF THE SELLER'S
RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE PURCHASED ITEMS AND THE PURCHASED
ASSETS.
EACH SELLER AGREES TO MARK ITS COMPUTER RECORDS AND FILES TO THE EXTENT
PRACTICABLE TO EVIDENCE THE INTERESTS GRANTED TO THE AGENT
52
AND THE BUYERS HEREUNDER.
ALL PURCHASED ITEMS SHALL SECURE THE PAYMENT OF ALL
OBLIGATIONS OF EACH SELLER NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT AND
EACH INTEREST RATE PROTECTION AGREEMENT THAT IS WITH AN AFFILIATED HEDGE
COUNTERPARTY, INCLUDING, WITHOUT LIMITATION, EACH SELLER'S OBLIGATION TO
REPURCHASE PURCHASED ASSETS, OR IF SUCH OBLIGATION IS SO RECHARACTERIZED AS A
LOAN, TO REPAY SUCH LOAN, FOR THE REPURCHASE PRICE AND TO PAY ANY AND ALL OTHER
AMOUNTS OWING TO THE AGENT AND EACH BUYER HEREUNDER.
THE AGENT AGREES TO ACT AS
AGENT FOR AND ON BEHALF OF THE AFFILIATED HEDGE COUNTERPARTIES WITH RESPECT TO
THE SECURITY INTEREST GRANTED HEREBY TO SECURE THE SELLERS' OBLIGATIONS TO THE
AFFILIATED HEDGE COUNTERPARTIES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO
THE PURCHASED ASSETS AND THE MORTGAGE ASSET FILES HELD BY THE CUSTODIAN PURSUANT
TO THE CUSTODIAL AGREEMENT.
(C)
PURSUANT TO THE CUSTODIAL AGREEMENT, THE CUSTODIAN SHALL HOLD THE
MORTGAGE ASSET FILES AS EXCLUSIVE BAILEE AND AGENT FOR THE AGENT PURSUANT TO THE
TERMS OF THE CUSTODIAL AGREEMENT AND SHALL DELIVER TO THE AGENT TRUST RECEIPTS
EACH TO THE EFFECT THAT THE CUSTODIAN HAS REVIEWED SUCH MORTGAGE ASSET FILES IN
THE MANNER AND TO THE EXTENT REQUIRED BY THE CUSTODIAL AGREEMENT AND IDENTIFYING
ANY DEFICIENCIES IN SUCH MORTGAGE ASSET FILES AS SO REVIEWED.
(D)
WITH RESPECT TO ANY PORTION OF THE PURCHASED ITEMS WHICH CONSIST
OF "SECURITIES" OR "SECURITY ENTITLEMENTS" (AS DEFINED IN THE UCC), (X) IN THE
CASE OF ANY SECURITY REPRESENTED BY A "SECURITY CERTIFICATE" (WITHIN THE MEANING
OF THE UCC), THE CUSTODIAN SHALL HOLD SUCH SECURITY CERTIFICATE, REGISTERED IN
THE NAME OF THE CUSTODIAN OR INDORSED TO THE CUSTODIAN IN BLANK (IN THE CASE OF
A SECURITY IN "REGISTERED FORM" (WITHIN THE MEANING OF THE UCC)) AND (Y) IN THE
CASE OF A SECURITY ENTITLEMENT, CAUSE THE RELEVANT "SECURITIES INTERMEDIARY" (AS
DEFINED IN THE UCC) TO INDICATE BY BOOK-ENTRY THE CREDIT THEREOF TO A
"SECURITIES ACCOUNT" (AS DEFINED IN THE UCC), AS TO WHICH THE CUSTODIAN IS THE
"ENTITLEMENT HOLDER" (AS DEFINED IN THE UCC).
(E)
IN ADDITION TO AND WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH SELLER HEREBY GRANTS TO THE AGENT FOR THE BENEFIT OF THE BUYERS
HEREUNDER A SECURITY INTEREST IN EACH INTEREST RATE PROTECTION AGREEMENT, IF
ANY, RELATING TO THE PURCHASED ASSETS