OR ARISING OUT OF, RESULTING FROM, OR IN ANY
MANNER CONNECTED WITH, THE PURCHASE BY BUYER OF ANY MORTGAGE LOAN OR THE
SERVICING OF ANY PURCHASED MORTGAGE LOANS BY SELLER OR ANY SUBSERVICER; PROVIDED
THAT SELLER SHALL NOT BE REQUIRED TO INDEMNIFY ANY INDEMNIFIED PARTY TO THE
EXTENT SUCH LOSSES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH INDEMNIFIED PARTY.
THE PROVISIONS OF PARAGRAPH 16 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
17.
SHIPMENT TO APPROVED TAKEOUT INVESTOR; TRUST
RELEASE LETTERS
(A)
SHIPPING INSTRUCTIONS.
IF SELLER DESIRES THAT BUYER SEND A
MORTGAGE NOTE AND THE RELATED MORTGAGE TO AN APPROVED TAKEOUT INVESTOR, RATHER
THAN TO SELLER DIRECTLY, IN CONNECTION WITH SELLER'S REPURCHASE OF THE RELATED
PURCHASED MORTGAGE LOAN, THEN SELLER SHALL PREPARE AND SEND TO BUYER SHIPPING
INSTRUCTIONS TO INSTRUCT BUYER WHEN AND HOW TO SEND SUCH MORTGAGE NOTE AND
RELATED MORTGAGE TO SUCH APPROVED TAKEOUT INVESTOR.
BUYER SHALL USE ITS BEST
EFFORTS TO SEND EACH MORTGAGE NOTE AND RELATED MORTGAGE ON OR BEFORE THE DATE
SPECIFIED FOR SHIPMENT IN THE SHIPPING INSTRUCTIONS IN ACCORDANCE WITH THE
CUTOFF TIMES SPECIFIED IN THE "CHASE MORTGAGE
57
WAREHOUSE FINANCE CUSTOMER REFERENCE GUIDE" PROVIDED BY BUYER TO SELLER, OR
OTHERWISE SPECIFIED BY BUYER TO SELLER IN WRITING FROM TIME TO TIME.
IF SELLER
INSTRUCTS BUYER TO SEND A MORTGAGE NOTE AND RELATED MORTGAGE BEFORE THE
REPURCHASE DATE, BUYER WILL SEND THE MORTGAGE NOTE AND RELATED MORTGAGE UNDER A
BAILEE LETTER.
IF SELLER DOES NOT PROVIDE BUYER WITH SHIPPING INSTRUCTIONS WITH
RESPECT TO A MORTGAGE LOAN, BUYER SHALL SEND THE MORTGAGE NOTE AND RELATED
MORTGAGE TO SELLER AT SUCH TIME AS BUYER RECEIVES THE REPURCHASE PRICE.
(B)
TRUST RELEASE LETTERS.
IF SELLER BELIEVES THAT A MORTGAGE NOTE
CONTAINS ONE OR MORE ASPECTS THAT ARE CORRECTABLE AND NECESSARY TO FACILITATE
THE PURCHASE OR ENFORCEABILITY OF THAT MORTGAGE NOTE, THEN SELLER MAY DELIVER A
TRUST RELEASE LETTER TO BUYER TO REQUEST THE RELEASE OF THE MORTGAGE NOTE TO
SELLER FOR THE PURPOSE OF MAKING THAT CORRECTION.
IF BUYER, IN ITS SOLE
DISCRETION, DEEMS THE REASON STATED BY SELLER IN THE TRUST RELEASE LETTER TO BE
SUFFICIENT TO CAUSE THE MORTGAGE NOTE TO BE RETURNED TO SELLER FOR CORRECTION,
THEN BUYER WILL DELIVER THE MORTGAGE NOTE TO SELLER AT ITS EARLIEST
CONVENIENCE.
SELLER SHALL RETURN THE CORRECTED MORTGAGE NOTE TO BUYER NO LATER
THAN THE FIFTH (5TH) BUSINESS DAY AFTER THE DATE OF THE RELATED TRUST RELEASE
LETTER.
AT ALL TIMES ANY MORTGAGE NOTE IS IN THE POSSESSION SELLER PURSUANT TO
A TRUST RELEASE LETTER, SELLER SHALL HOLD SUCH MORTGAGE NOTE IN TRUST FOR THE
BENEFIT OF BUYER.
AT NO TIME SHALL THE AGGREGATE ORIGINAL OUTSTANDING PRINCIPAL
BALANCE OF ALL MORTGAGE NOTES RELEASED TO SELLER PURSUANT TO THIS PARAGRAPH
EXCEED $10,000,000.
18.
FURTHER ASSURANCES.
SELLER SHALL (I) PROMPTLY PROVIDE SUCH FURTHER ASSURANCES OR AGREEMENTS AS BUYER
MAY REQUEST IN GOOD FAITH IN ORDER TO EFFECT THE PURPOSES OF THIS AGREEMENT AND
(II) ON OR PRIOR TO THE DATE HEREOF, MARK ITS SYSTEMS AND/OR OTHER