AND (II) MAINTAINS, AND WILL
MAINTAIN, SUFFICIENT INFORMATION TO IDENTIFY THE APPLICABLE MORTGAGOR AND ITS
PRINCIPALS, FOR PURPOSES OF THE ANTI-MONEY LAUNDERING LAWS.
NO PURCHASED ASSET
IS SUBJECT TO NULLIFICATION PURSUANT TO EXECUTIVE ORDER 13224 (THE "EXECUTIVE
ORDER") OR THE REGULATIONS PROMULGATED BY THE OFFICE OF FOREIGN ASSETS CONTROL
OF THE UNITED STATES DEPARTMENT OF THE TREASURY (THE "OFAC REGULATIONS") OR IN
VIOLATION OF THE EXECUTIVE ORDER OR THE OFAC REGULATIONS, AND NO MORTGAGOR OR
ANY OF ITS PRINCIPALS, IS SUBJECT TO THE PROVISIONS OF SUCH EXECUTIVE ORDER OR
THE OFAC REGULATIONS NOR LISTED AS A "BLOCKED PERSON" FOR PURPOSES OF THE OFAC
REGULATIONS.
V)
NON-USAGE FEE.
SELLER AGREES TO PAY TO
BUYER ON EACH REPURCHASE DATE THE ACCRUED AND UNPAID NON-USAGE FEE.
15.
REPURCHASE DATE PAYMENTS/COLLECTIONS
On each Repurchase Date, Seller shall remit or shall cause to be remitted to
Buyer the Repurchase Price together with any other Obligations then due and
payable.
16.
REPURCHASE OF PURCHASED ASSETS; CHANGE OF LAW
A)
UPON DISCOVERY BY SELLER OF A BREACH OF
ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN APPENDIX A TO THIS
AGREEMENT, SELLER SHALL GIVE PROMPT WRITTEN NOTICE THEREOF TO BUYER.
UPON ANY
SUCH DISCOVERY BY BUYER, BUYER WILL NOTIFY SELLER.
IT IS UNDERSTOOD AND AGREED
THAT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN APPENDIX A TO THIS
AGREEMENT SHALL SURVIVE DELIVERY OF THE RESPECTIVE CUSTODIAN'S LOAN FILES TO
CUSTODIAN AND SHALL INURE TO THE BENEFIT OF BUYER AND BUYER'S SUCCESSORS AND
ASSIGNS.
THE FACT THAT BUYER HAS CONDUCTED OR HAS FAILED TO CONDUCT ANY PARTIAL
OR COMPLETE DUE DILIGENCE INVESTIGATION IN CONNECTION WITH ITS PURCHASE OF ANY
LOAN OR LLC INTERESTS SHALL NOT AFFECT BUYER'S RIGHT TO DEMAND REPURCHASE AS
PROVIDED UNDER THIS AGREEMENT.
SELLER SHALL WITHIN FIVE (5) BUSINESS DAYS OF
THE EARLIER OF SELLER'S DISCOVERY OR SELLER'S RECEIVING NOTICE, WITH RESPECT TO
ANY LOAN OR LLC INTERESTS, OF (I) ANY BREACH OF A REPRESENTATION OR WARRANTY
CONTAINED IN APPENDIX A TO THIS AGREEMENT OR (II) ANY FAILURE TO DELIVER ANY OF
THE ITEMS REQUIRED TO BE DELIVERED AS PART OF THE CUSTODIAN'S LOAN FILE WITHIN
THE TIME PERIOD REQUIRED FOR DELIVERY PURSUANT TO THE CUSTODY AGREEMENT,
PROMPTLY CURE SUCH BREACH OR DELIVERY FAILURE IN ALL MATERIAL RESPECTS.
IF
WITHIN FIVE (5) BUSINESS DAYS AFTER THE EARLIER OF SELLER'S DISCOVERY OF SUCH
BREACH OR DELIVERY FAILURE OR SELLER'S RECEIVING NOTICE THEREOF SUCH BREACH OR
DELIVERY FAILURE HAS NOT BEEN REMEDIED BY SELLER, SELLER SHALL PROMPTLY UPON
RECEIPT OF WRITTEN INSTRUCTIONS FROM BUYER PURCHASE SUCH LOAN OR LLC INTERESTS,
AS APPLICABLE, AT A PURCHASE PRICE EQUAL TO THE REPURCHASE PRICE WITH RESPECT TO
SUCH LOAN OR LLC INTERESTS, AS APPLICABLE, BY DEPOSITING SUCH REPURCHASE PRICE
IN THE COLLECTION ACCOUNT; PROVIDED, HOWEVER, THAT, WITH THE EXCEPTION OF THE
DELIVERY OF A NOTE OR LLC CERTIFICATE, IF SELLER IS DILIGENTLY
36
PURSUING A CURE OF SUCH BREACH OR DELIVERY FAILURE, SELLER SHALL HAVE TEN (10)
DAYS IN ADDITION TO SUCH FIVE (5) BUSINESS DAY PERIOD TO CURE