HOLD BUYER HARMLESS FOR SUCH CORRECTION, REFORMATTING OR
REALIGNING, AS APPLICABLE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.
IN
THE EVENT THAT SUCH CHANGES TO A MORTGAGE LOAN SCHEDULE HAVE BEEN MADE PRIOR TO
THE DATE OF THIS REPURCHASE AGREEMENT, THE TERMS HEREOF SHALL ALSO GOVERN SUCH
CHANGES.
C.
ONCE PER MONTH DURING ANY CALENDAR MONTH, WITH RESPECT TO ALL REQUESTED
TRANSACTIONS AND ALL RELATED PURCHASED MORTGAGE LOANS, SELLER SHALL DESIGNATE
ALL SUCH PURCHASED MORTGAGE LOANS AS EITHER LOW PURCHASE PRICE MORTGAGE LOANS,
MEDIUM PURCHASE PRICE MORTGAGE LOANS OR HIGH PURCHASE PRICE MORTGAGE LOANS.
IN
THE EVENT THAT SELLER FAILS TO MAKE SUCH DESIGNATION, THE PURCHASE PRICE
ELECTION SET FORTH ABOVE WILL NOT BE AVAILABLE AND ALL PURCHASED MORTGAGE LOANS
IN SUCH CALENDAR MONTH SHALL BE TREATED AS HIGH PURCHASE PRICE MORTGAGE LOANS.
D.
WITH RESPECT TO EACH EXCEPTION MORTGAGE LOAN, UPON RECEIPT OF THE
TRANSACTION REQUEST, BUYER SHALL, CONSISTENT WITH THIS AGREEMENT, SPECIFY THE
SPECIFIC TERMS FOR SUCH PROPOSED TRANSACTION, INCLUDING THE PURCHASE PRICE, THE
PRICING RATE, THE MARKET VALUE AND THE REPURCHASE DATE IN RESPECT OF SUCH
TRANSACTION.
THE TERMS THEREOF SHALL BE SET FORTH IN THE PURCHASE CONFIRMATION
TO BE DELIVERED TO THE RELATED SELLER ON OR PRIOR TO THE PURCHASE DATE.
E.
WITH RESPECT TO EACH EXCEPTION MORTGAGE LOAN, THE PURCHASE CONFIRMATION,
TOGETHER WITH THIS AGREEMENT, SHALL CONSTITUTE CONCLUSIVE EVIDENCE OF THE TERMS
AGREED BETWEEN BUYER AND THE APPLICABLE SELLER WITH RESPECT TO THE TRANSACTION
TO WHICH THE PURCHASE CONFIRMATION RELATES, AND SUCH SELLER'S ACCEPTANCE OF THE
RELATED PROCEEDS SHALL CONSTITUTE SUCH SELLER'S AGREEMENT TO THE TERMS OF SUCH
PURCHASE CONFIRMATION.
IT IS THE INTENTION OF THE PARTIES THAT, WITH RESPECT TO
EACH EXCEPTION MORTGAGE LOAN, EACH PURCHASE CONFIRMATION SHALL NOT BE SEPARATE
FROM THIS AGREEMENT BUT SHALL BE MADE A PART OF THIS AGREEMENT.
IN THE EVENT OF
ANY CONFLICT BETWEEN THIS AGREEMENT AND, WITH RESPECT TO EACH EXCEPTION MORTGAGE
LOAN, A PURCHASE CONFIRMATION, THE TERMS OF THE PURCHASE CONFIRMATION SHALL
CONTROL WITH RESPECT TO THE RELATED TRANSACTION.
22
F.
UPON THE SATISFACTION OF THE APPLICABLE CONDITIONS PRECEDENT SET FORTH IN
SECTION 10 HEREOF, ALL OF THE RELATED SELLER'S INTEREST IN THE REPURCHASE ASSETS
SHALL PASS TO BUYER ON THE PURCHASE DATE, AGAINST THE TRANSFER OF THE PURCHASE
PRICE TO THE RELATED SELLER.
UPON TRANSFER OF THE MORTGAGE LOANS TO BUYER AS
SET FORTH IN THIS SECTION AND UNTIL TERMINATION OF ANY RELATED TRANSACTIONS AS
SET FORTH IN SECTIONS 4 OR 15 OF THIS AGREEMENT, OWNERSHIP OF EACH MORTGAGE
LOAN, INCLUDING EACH DOCUMENT IN THE RELATED MORTGAGE FILE AND RECORDS, IS
VESTED IN BUYER; PROVIDED THAT, PRIOR TO THE RECORDATION OF THE ASSIGNMENTS OF
MORTGAGE BY THE CUSTODIAN AS PROVIDED FOR IN THE CUSTODIAL AGREEMENT, RECORD
TITLE IN THE NAME OF THE RELATED SELLER TO EACH MORTGAGE SHALL BE RETAINED BY
THE RELATED SELLER IN TRUST, FOR THE BENEFIT OF BUYER, FOR THE SOLE PURPOSE OF
FACILITATING THE SERVICING AND THE SUPERVISION OF THE SERVICING OF THE MORTGAGE
LOANS.
G.
WITH RESPECT TO EACH WET-INK