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 THE 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 SHALL
NOT AFFECT BUYER'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 LOAN, 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 BUYER PURCHASE SUCH
LOAN AT A PURCHASE PRICE EQUAL TO THE REPURCHASE PRICE WITH RESPECT TO SUCH LOAN
BY DEPOSITING SUCH REPURCHASE PRICE IN THE COLLECTION ACCOUNT; PROVIDED,
HOWEVER, THAT, WITH THE EXCEPTION OF THE DELIVERY OF A NOTE, IF THE SELLER IS
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 BUYER DETERMINES THAT THE INTRODUCTION OF, ANY CHANGE IN, OR
THE INTERPRETATION OR ADMINISTRATION OF ANY REQUIREMENT OF LAW HAS MADE IT
UNLAWFUL OR COMMERCIALLY IMPRACTICABLE TO ENGAGE IN ANY TRANSACTIONS WITH A
PRICING RATE BASED ON LIBO RATE, THEN SELLER (I) SHALL, UPON ITS RECEIPT OF
NOTICE OF SUCH FACT AND DEMAND FROM BUYER (WITH A COPY OF SUCH NOTICE TO
CUSTODIAN), REPURCHASE THE PURCHASED ASSETS SUBJECT TO THE TRANSACTION ON THE
NEXT SUCCEEDING BUSINESS DAY AND, AT SELLER'S ELECTION, CONCURRENTLY ENTER INTO
A NEW TRANSACTION WITH BUYER WITH A PRICING RATE BASED ON THE PRIME RATE PLUS
THE MARGIN SET FORTH IN THE SIDE LETTER AS PART OF THE PRICING RATE AND (II) MAY
ELECT, BY GIVING NOTICE TO BUYER AND CUSTODIAN, THAT ALL NEW TRANSACTIONS SHALL
HAVE PRICING RATES BASED ON