other document, agreement
or instrument pursuant to which each Purchased Loan was made or is governed, and
(c) the initial or then outstanding principal amount of each Purchased Loan, and
(iii) such other UCC filings, in such locations as may be necessary to perfect
and maintain perfection and priority of the outright transfer and the security
interest granted hereby and, in each case, continuation statements and any
amendments thereto (collectively, the "Filings"), and shall forward copies of
such Filings to Seller upon completion thereof, and (b) Seller shall from time
to time, at its own expense, deliver and cause to be duly filed all such further
filings, instruments and documents and take all such further actions as may be
necessary or desirable or as may be requested by Buyer with respect to the
perfection and priority of the outright transfer of the Purchased Loans and the
security interest deemed granted hereunder and in the Purchased Loans and the
rights and remedies of Buyer with respect to the Purchased Loans (including the
payments of any fees and taxes required in connection with the execution and
delivery of the Agreement).
6.
PAYMENT, TRANSFER AND CUSTODY
(A)
ON THE PURCHASE DATE FOR EACH TRANSACTION, OWNERSHIP OF THE
PURCHASED LOANS SHALL BE TRANSFERRED TO BUYER OR ITS DESIGNEE (INCLUDING THE
CUSTODIAN) AGAINST THE SIMULTANEOUS TRANSFER OF THE PURCHASE PRICE IN
IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT OF SELLER SPECIFIED IN THE
CONFIRMATION RELATING TO SUCH TRANSACTION. BUYER SHALL HAVE THE RIGHT TO REQUEST
SELLER TO PROVIDE AN OFFICER'S CERTIFICATE OF SELLER WITH RESPECT TO ANY COPY OF
A DOCUMENT REQUIRED TO BE DELIVERED CERTIFYING THAT TO ITS KNOWLEDGE SUCH
REPRESENTS A TRUE AND CORRECT COPY OF THE ORIGINAL.
(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. IN CONNECTION WITH EACH SALE, TRANSFER,
CONVEYANCE AND ASSIGNMENT OF A PURCHASED LOAN, ON OR PRIOR TO EACH PURCHASE DATE
WITH RESPECT TO SUCH PURCHASED LOAN, SELLER SHALL DELIVER OR CAUSE TO BE
DELIVERED AND RELEASED TO THE CUSTODIAN THE FOLLOWING ORIGINAL DOCUMENTS
(COLLECTIVELY, THE "PURCHASED LOAN FILE"), PERTAINING TO EACH OF THE PURCHASED
LOANS IDENTIFIED IN THE CUSTODIAL DELIVERY DELIVERED THEREWITH:
With respect to each Purchased Loan which is a Whole Loan or with respect to a B
Note a copy of the documents in (ii) - (xxiii) below to the extent the same
exist and are available to Seller.
(I)
THE ORIGINAL MORTGAGE NOTE 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 LOAN 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 LOAN WAS ACQUIRED OR
ORIGINATED BY THE LAST ENDORSEE WHILE DOING BUSINESS