THE TERMINATION DATE.
(C)
CONFIRMATIONS.
THE CONFIRMATION FOR EACH
TRANSACTION SHALL (I) INCLUDE THE LOAN PURCHASE DETAIL WITH RESPECT TO THE
MORTGAGE LOANS SUBJECT TO SUCH TRANSACTION, (II) IDENTIFY BUYER AND SELLER AND
(III) SET FORTH (A) THE PURCHASE DATE, (B) THE PURCHASE PRICE, (C) THE
REPURCHASE DATE, (D) THE PRICING RATE APPLICABLE TO THE TRANSACTION AND (E) ANY
ADDITIONAL TERMS OR CONDITIONS OF THE TRANSACTION MUTUALLY AGREEABLE TO BUYER
AND SELLER.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF A CONFIRMATION
AND THIS AGREEMENT, SUCH CONFIRMATION SHALL PREVAIL.
(D)
FAILED FUNDINGS.
SELLER AGREES TO REPORT TO
BUYER BY FACSIMILE TRANSMISSION OR ELECTRONIC MAIL AS SOON AS PRACTICABLE, BUT
IN NO EVENT LATER THAN ONE (1) BUSINESS DAY AFTER EACH PURCHASE DATE ANY
MORTGAGE LOANS WHICH FAILED TO BE FUNDED TO THE RELATED MORTGAGOR, OTHERWISE
FAILED TO CLOSE FOR ANY REASON OR FAILED TO BE PURCHASED HEREUNDER.
SELLER
FURTHER AGREES TO (I) RETURN, OR CAUSE THE SETTLEMENT AGENT TO RETURN, TO BUYER
THE PORTION OF THE PURCHASE PRICE ALLOCABLE TO SUCH MORTGAGE LOANS AS SOON AS
PRACTICABLE, BUT IN NO EVENT LATER THAN ONE (1) BUSINESS DAY AFTER THE RELATED
PURCHASE DATE, AND (II) INDEMNIFY BUYER FOR ANY LOSS, COST OR
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EXPENSE INCURRED BY BUYER AS A RESULT OF THE FAILURE OF SUCH MORTGAGE LOANS TO
CLOSE; PROVIDED THAT SELLER SHALL NOT BE REQUIRED TO INDEMNIFY BUYER FOR ANY
LOSS, COST OR EXPENSE ARISING AS A RESULT OF BUYER'S FAILURE TO FUND THE
PURCHASE PRICE FOR AN ELIGIBLE MORTGAGE LOAN BY THE END OF THE DAY ON THE
RELATED PURCHASE DATE IN ACCORDANCE WITH PARAGRAPH 3(B) IF BUYER IS OBLIGATED TO
SO FUND PURSUANT TO PARAGRAPH 3(B).
(E)
REPURCHASE REQUIRED.
SELLER SHALL
REPURCHASE PURCHASED MORTGAGE LOANS FROM BUYER ON OR PRIOR TO EACH RELATED
SCHEDULED REPURCHASE DATE.
EACH OBLIGATION TO REPURCHASE EXISTS WITHOUT REGARD
TO ANY PRIOR OR INTERVENING LIQUIDATION OR FORECLOSURE WITH RESPECT TO ANY
PURCHASED MORTGAGE LOAN.
SELLER IS OBLIGATED TO OBTAIN THE PURCHASED MORTGAGE
LOANS FROM BUYER OR ITS DESIGNEE AT SELLER'S EXPENSE ON THE RELATED REPURCHASE
DATE. ON THE REPURCHASE DATE, TERMINATION OF THE TRANSACTION WILL BE EFFECTED BY
RESALE BY BUYER TO SELLER OR ITS DESIGNEE OF THE PURCHASED MORTGAGE LOANS ON A
SERVICING RELEASED BASIS AGAINST SELLER'S SUBMISSION TO BUYER OF A COMPLETED
REPURCHASE ADVICE, ALL IN FORM AND SUBSTANCE SATISFACTORY TO BUYER.
AFTER
RECEIPT OF THE PAYMENT OF THE REPURCHASE PRICE FROM SELLER, BUYER SHALL DELIVER,
OR CAUSE TO BE DELIVERED, TO SELLER ALL MORTGAGE LOAN DOCUMENTS PREVIOUSLY
DELIVERED TO BUYER AND TAKE SUCH STEPS AS ARE NECESSARY AND APPROPRIATE TO
EFFECT THE TRANSFER OF THE PURCHASED MORTGAGE LOAN TO SELLER ON THE
MERS® SYSTEM.
(F)
REPURCHASE ADVICE.
IF BUYER RECEIVES THE
COMPLETED REPURCHASE ADVICE WITH RESPECT TO A PURCHASED MORTGAGE LOAN AT OR
PRIOR TO 3:00 P.M. HOUSTON, TEXAS TIME, ON ANY BUSINESS DAY, THEN THE REPURCHASE
DATE WILL OCCUR WITH RESPECT TO SUCH PURCHASED MORTGAGE LOAN ON SUCH DAY.
IF
BUYER RECEIVES THE COMPLETED REPURCHASE ADVICE WITH