ASSIGNEE, TRUSTEE, CUSTODIAN,
SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF SUCH NET LEASE BORROWER OR ANY
SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF
THE AFFAIRS OF SUCH NET LEASE BORROWER.
15.
REPURCHASE DATE PAYMENTS/COLLECTIONS
Subject to Section 3(b) hereof, on each Repurchase Date, Seller shall remit, or
shall cause the Servicer to remit from the Collection Account, to the Agent, on
behalf of the Buyers, the aggregate Repurchase Price with respect to all
Transactions (net of the Purchase Price applicable to Purchased Assets, if any,
that become subject to a new Transaction on such Repurchase Date) 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 AGENT.
UPON ANY SUCH DISCOVERY BY
AGENT, AGENT WILL NOTIFY SELLER (PROVIDED THAT ITS FAILURE TO DO SO WILL NOT
LIMIT ANY OF ITS RIGHTS HEREUNDER).
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 THE CUSTODIAN AND
SHALL INURE TO THE BENEFIT OF THE AGENT, THE BUYERS AND THEIR SUCCESSORS AND
ASSIGNS.
THE FACT THAT THE AGENT OR THE BUYERS HAVE CONDUCTED OR HAVE FAILED TO
CONDUCT ANY PARTIAL OR COMPLETE DUE DILIGENCE INVESTIGATION IN CONNECTION WITH
ITS PURCHASE OF ANY PURCHASED ASSETS SHALL NOT AFFECT THE AGENT'S RIGHT TO
DEMAND REPURCHASE AS PROVIDED UNDER THIS AGREEMENT.
SELLER SHALL WITHIN FIVE
BUSINESS DAYS OF THE EARLIER OF SELLER'S DISCOVERY OR SELLER'S RECEIVING NOTICE,
WITH RESPECT TO ANY PURCHASED ASSETS, 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 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 AGENT PURCHASE SUCH PURCHASED
ASSETS AT A PURCHASE PRICE EQUAL TO THE REPURCHASE PRICE WITH RESPECT TO SUCH
PURCHASED ASSETS BY DEPOSITING SUCH REPURCHASE PRICE IN THE COLLECTION ACCOUNT
OR ANOTHER ACCOUNT DESIGNATED BY THE AGENT; PROVIDED, HOWEVER, THAT, WITH THE
EXCEPTION OF THE DELIVERY OF A NOTE, IF THE SELLER IS
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DILIGENTLY PURSUING A CURE OF SUCH BREACH OR DELIVERY FAILURE, SELLER SHALL HAVE
TEN DAYS IN ADDITION TO SUCH FIVE BUSINESS DAY PERIOD TO CURE SUCH BREACH OR
DELIVERY FAILURE IN ALL MATERIAL RESPECTS.
B)
IF ANY BUYER DETERMINES THAT THE INTRODUCTION OF, ANY CHANGE IN,
OR THE INTERPRETATION OR ADMINISTRATION OF ANY REQUIREMENT OF LAW