THE SELLERS ALSO SHALL MAKE AVAILABLE TO THE BUYER A KNOWLEDGEABLE
FINANCIAL OR ACCOUNTING OFFICER FOR THE PURPOSE OF ANSWERING QUESTIONS
RESPECTING THE MORTGAGE FILES AND THE PURCHASED LOANS. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE SELLERS ACKNOWLEDGE THAT THE BUYER MAY ENTER
INTO TRANSACTIONS BASED SOLELY UPON THE INFORMATION PROVIDED BY THE SELLERS TO
THE BUYER IN THE MORTGAGE LOAN DATA FILE AND THE REPRESENTATIONS, WARRANTIES AND
COVENANTS CONTAINED HEREIN, AND THAT THE BUYER, AT ITS OPTION, HAS THE RIGHT AT
ANY
52
TIME TO CONDUCT A PARTIAL OR COMPLETE DUE DILIGENCE REVIEW ON SOME OR ALL OF THE
PURCHASED LOANS RELATED TO TRANSACTIONS FROM TIME TO TIME OUTSTANDING HEREUNDER,
INCLUDING WITHOUT LIMITATION ORDERING NEW CREDIT REPORTS AND NEW APPRAISALS ON
THE RELATED MORTGAGED PROPERTIES AND OTHERWISE RE-GENERATING THE INFORMATION
USED TO ORIGINATE SUCH PURCHASED LOAN. THE BUYER MAY UNDERWRITE SUCH PURCHASED
LOANS ITSELF OR ENGAGE A MUTUALLY AGREED UPON THIRD PARTY UNDERWRITER TO
PERFORM SUCH UNDERWRITING. THE SELLERS AGREE TO COOPERATE WITH THE BUYER AND ANY
THIRD PARTY UNDERWRITER IN CONNECTION WITH SUCH UNDERWRITING, INCLUDING, BUT NOT
LIMITED TO, PROVIDING THE BUYER AND ANY THIRD PARTY UNDERWRITER WITH ACCESS TO
ANY AND ALL DOCUMENTS, RECORDS, AGREEMENTS, INSTRUMENTS OR INFORMATION RELATING
TO SUCH PURCHASED LOANS IN THE POSSESSION, OR UNDER THE CONTROL, OF THE SELLERS.
EACH SELLER FURTHER AGREES THAT SUCH SELLER SHALL REIMBURSE THE BUYER FOR ANY
AND ALL OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY THE BUYER IN CONNECTION
WITH THE BUYER'S ACTIVITIES PURSUANT TO THIS SECTION 11.16; PROVIDED, THAT SO
LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
THE SELLERS SHALL NOT BE OBLIGATED TO REIMBURSE THE BUYER FOR SUCH OUT-OF-POCKET
COSTS AND EXPENSES SOLELY TO THE EXTENT THAT THE AGGREGATE AMOUNT OF SUCH COSTS
AND EXPENSES INCURRED BY THE BUYER DURING ANY CALENDAR YEAR EXCEEDS $25,000.
11.17
SET-OFF.
IN ADDITION TO ANY RIGHTS AND REMEDIES OF
THE BUYER PROVIDED BY THIS REPURCHASE AGREEMENT AND BY LAW, THE BUYER SHALL HAVE
THE RIGHT, WITHOUT PRIOR NOTICE TO THE SELLERS, ANY SUCH NOTICE BEING EXPRESSLY
WAIVED BY THE SELLERS TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPON ANY AMOUNT
BECOMING DUE AND PAYABLE BY THE SELLERS HEREUNDER (WHETHER AT THE STATED
MATURITY, BY ACCELERATION OR OTHERWISE) TO SET-OFF AND APPROPRIATE AND APPLY
AGAINST SUCH AMOUNT ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND,
PROVISIONAL OR FINAL), IN ANY CURRENCY, AND ANY OTHER CREDITS, INDEBTEDNESS OR
CLAIMS, IN ANY CURRENCY, IN EACH CASE WHETHER DIRECT OR INDIRECT, ABSOLUTE OR
CONTINGENT, MATURED OR UNMATURED, AT ANY TIME HELD OR OWING BY THE BUYER OR ANY
AFFILIATE THEREOF TO OR FOR THE CREDIT OR THE ACCOUNT OF THE SELLERS. THE BUYER
AGREES PROMPTLY TO NOTIFY THE SELLERS AFTER ANY SUCH SET-OFF AND APPLICATION
MADE BY THE BUYER; PROVIDED, THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT
AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
11.18
INTENT.
(A)
THE PARTIES INTEND AND ACKNOWLEDGE THAT EACH TRANSACTION IS A "REPURCHASE
AGREEMENT" AND