THE PROPERTY IN QUESTION, 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)
ORIGINATION FEE.
SELLER SHALL PAY TO BUYER
THE ORIGINATION FEE ON OR PRIOR TO THE EFFECTIVE DATE.
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 OR LLC
INTERESTS 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 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
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 THE SELLER IS DILIGENTLY
36
PURSUING A CURE OF SUCH BREACH OR DELIVERY FAILURE, SELLER SHALL HAVE TEN DAYS
IN ADDITION TO SUCH FIVE BUSINESS DAY PERIOD TO