INTERESTS GRANTED TO BUYER HEREUNDER).
ARTICLE 7.
PAYMENT, TRANSFER AND CUSTODY
(A)
ON THE PURCHASE DATE FOR EACH TRANSACTION, OWNERSHIP OF THE
PURCHASED ASSET SHALL BE TRANSFERRED TO BUYER OR ITS DESIGNEE (INCLUDING THE
CUSTODIAN) AGAINST THE SIMULTANEOUS TRANSFER OF THE PURCHASE PRICE TO AN ACCOUNT
OF SELLER SPECIFIED IN THE CONFIRMATION RELATING TO SUCH TRANSACTION.
(B)
ON OR BEFORE EACH PURCHASE DATE, SELLER SHALL DELIVER OR CAUSE TO
BE DELIVERED TO BUYER OR ITS DESIGNEE THE CUSTODIAL DELIVERY IN THE FORM
ATTACHED HERETO AS EXHIBIT IV, PROVIDED, THAT NOTWITHSTANDING THE FOREGOING,
UPON REQUEST OF SELLER, BUYER IN ITS SOLE BUT GOOD FAITH DISCRETION MAY ELECT TO
PERMIT SELLER TO MAKE SUCH DELIVERY BY NOT LATER THAN THE THIRD (3RD) BUSINESS
DAY AFTER THE RELATED PURCHASE DATE, SO LONG AS SELLER CAUSES AN ACCEPTABLE
ATTORNEY, TITLE COMPANY OR OTHER PERSON ACCEPTABLE TO BUYER TO DELIVER TO BUYER
AND THE CUSTODIAN A BAILEE LETTER ON OR PRIOR TO SUCH PURCHASE DATE.
SUBJECT TO
ARTICLE 7(C), IN CONNECTION WITH EACH SALE, TRANSFER, CONVEYANCE AND ASSIGNMENT
OF A PURCHASED ASSET, ON OR PRIOR TO EACH PURCHASE DATE WITH RESPECT TO SUCH
PURCHASED ASSET, SELLER SHALL DELIVER OR CAUSE TO BE DELIVERED AND RELEASED TO
THE CUSTODIAN THE FOLLOWING ORIGINAL DOCUMENTS (COLLECTIVELY, THE "PURCHASED
ASSET FILE"), PERTAINING TO EACH OF THE PURCHASED ASSETS IDENTIFIED IN THE
CUSTODIAL DELIVERY DELIVERED THEREWITH, TOGETHER WITH ANY OTHER DOCUMENTATION IN
RESPECT OF SUCH PURCHASED ASSET REQUESTED BY BUYER, IN BUYER'S SOLE BUT GOOD
FAITH DISCRETION:
With respect to each Purchased Asset that is a Senior Mortgage Loan or
Accommodation Loan:
(i)
The original Mortgage Note (and if applicable, one or more
allonges) bearing all intervening endorsements, endorsed "Pay to the order of
without recourse" and signed in the name of the last endorsee (the
"Last Endorsee") by an authorized Person (in the event that the Purchased Asset
was acquired by the Last Endorsee in a merger, the signature must be in the
following form:
"[Last Endorsee], successor by merger to [name of
predecessor]"; in the event that the Purchased Asset was acquired or originated
by the Last Endorsee while doing business under another name, the signature must
be in the following form:
"[Last Endorsee], formerly known as [previous
name]").
(ii)
An original of any guarantee executed in connection with the
Mortgage Note (if any).
(iii)
The original Mortgage with evidence of recording thereon, or a
copy thereof together with an officer's certificate of Seller certifying that to
Seller's knowledge such represents a true and correct copy of the original and,
in the case of an Eligible Asset originated by Seller that such original has
been submitted for recordation in the
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appropriate governmental recording office of the jurisdiction where the
underlying real estate directly or indirectly securing or supporting such
Purchased Asset is located.
(iv)
The originals of all assumption, modification, consolidation or
extension of mortgage agreements with evidence of recording thereon, or copies
thereof together with an officer's certificate of Seller certifying that, to
Seller's knowledge