TO SUBSECTION 8.3(A), MBF SHALL PROMPTLY PAY
TO SELLER THE AMOUNT OF THE DEFICIT BY DEPOSIT OF FUNDS IN THE AMOUNT OF THE
SETTLEMENT AMOUNT IN SELLER'S OPERATING ACCOUNT IN ORDER TO RECONCILE THE FINAL
PAYMENT MADE TO MBF WITH THE AMOUNT DETERMINED BY MBF'S FINAL CALCULATIONS TO
HAVE BEEN THE REPURCHASE PRICE AND THE FINAL PAYMENT MADE TO SELLER WITH THE
AMOUNT DETERMINED BY MBF'S FINAL CALCULATIONS TO HAVE BEEN THE SERVICING FEE
WITH RESPECT TO SUCH MORTGAGE LOAN.
MBF AND SELLER ACKNOWLEDGE THAT THE
PROVISIONAL PAYMENT OF THIS SERVICING FEE IS WITHOUT PREJUDICE TO THE FINAL
CALCULATION OF THE SERVICING FEE.
(D)
EACH REPURCHASE OF A MORTGAGE LOAN UNDER THIS SECTION 8 SHALL
INCLUDE A RELEASE TO SELLER OF ALL ESCROWED PAYMENTS FOR PROPERTY CHARGES THEN
IN THE CUSTODIAL ACCOUNT AND A REASSIGNMENT TO SELLER OF ITS RIGHTS UNDER THE
APPLICABLE TAKEOUT COMMITMENT TO DELIVER THE APPLICABLE MORTGAGE LOAN TO THE
TAKEOUT INVESTOR AND TO RECEIVE THE NET SUM THEREFOR SPECIFIED IN THE TAKEOUT
COMMITMENT FROM THE TAKEOUT INVESTOR.
EFFECTIVE ON THE REPURCHASE DATE, MBF
ASSIGNS TO SELLER, FREE AND CLEAR OF ANY SECURITY INTEREST, LIEN, CLAIM OR
ENCUMBRANCE OF ANY KIND, ALL OF MBF'S RIGHT, TITLE AND INTEREST IN ANY
APPLICABLE TAKEOUT COMMITMENT FOR THE MORTGAGE LOAN THEN REPURCHASED BY SELLER.
8.3
OTHER REMEDIES.
(A)
SELLER HEREBY GRANTS TO MBF A RIGHT OF SET-OFF AGAINST THE PAYMENT
OF ANY AMOUNTS THAT MAY BE DUE AND PAYABLE TO MBF FROM SELLER, SUCH RIGHT TO BE
UPON ANY AND ALL MONIES AND PROPERTY OF SELLER HELD OR RECEIVED BY MBF OR DUE
AND OWING FROM MBF TO SELLER.
(B)
DURING THE EXISTENCE OF AN EVENT OF DEFAULT, NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, SELLER SHALL HAVE NO RIGHT TO WITHDRAW OR
RELEASE ANY FUNDS IN THE CUSTODIAL ACCOUNT TO ITSELF OR FOR ITS BENEFIT, NOR
SHALL IT HAVE ANY RIGHT TO SET-OFF ANY AMOUNT OWED TO IT BY MBF AGAINST FUNDS
HELD BY IT FOR MBF IN THE CUSTODIAL ACCOUNT.
DURING THE EXISTENCE OF AN EVENT
OF DEFAULT, SELLER SHALL PROMPTLY REMIT TO OR AT THE DIRECTION OF MBF ALL
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FUNDS RELATED TO THE MORTGAGE LOANS IN THE CUSTODIAL ACCOUNT (I) ON THE DATE OF
THE EVENT OF DEFAULT FIRST OCCURS (AS REQUIRED BY SUBSECTION 5.2(B)(IV)) AND
(II) DEPOSITED BY SELLER IN THE CUSTODIAL ACCOUNT AFTER SUCH DATE PURSUANT TO
OTHER PROVISIONS OF THIS AGREEMENT.
(C)
DURING THE EXISTENCE OF AN EVENT OF DEFAULT, MBF MAY AT ANY TIME,
WITHOUT FURTHER NOTICE TO SELLER, (I) ACCELERATE THE SCHEDULED REPURCHASE DATE
FOR ANY OR ALL THE MORTGAGE LOANS AND DECLARE THE REPURCHASE PRICE FOR EACH SUCH
MORTGAGE LOAN IMMEDIATELY DUE AND PAYABLE, (II) IMMEDIATELY SELL, WITHOUT DEMAND
OR NOTICE OF ANY KIND, AT A PUBLIC OR PRIVATE SALE AND AT SUCH PRICE OR PRICES
AS MBF MAY DEEM SATISFACTORY, ANY OR ALL THE MORTGAGE LOANS THEN OWNED BY MBF
AND APPLY THE PROCEEDS THEREOF (NET OF ANY EXPENSES OF SALE) TO ANY AMOUNTS
OWING BY SELLER HEREUNDER,