SENTENCE); PROVIDED, THAT IF SUCH ITEMS ARE DELIVERED AFTER 12:00 NOON
(EASTERN TIME) ON SUCH REQUESTED PURCHASE DATE, THE AGENT MAY, IN ITS SOLE
DISCRETION, DECLINE TO ENTER INTO THE REQUESTED TRANSACTION OR MAY DEEM THE
PURCHASE DATE TO BE THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DATE ON WHICH THE
AGENT RECEIVED THE COMPLETE TRANSACTION REQUEST PACKAGE.
39
(E)
NOTWITHSTANDING ANY OTHER PROVISION HEREUNDER, THE FACT THAT THE
AGENT HAS CONDUCTED OR HAS FAILED TO CONDUCT ANY PARTIAL OR COMPLETE EXAMINATION
OR ANY OTHER DUE DILIGENCE REVIEW OF ANY PURCHASED ASSET SHALL IN NO WAY AFFECT
ANY RIGHTS THE AGENT OR ANY BUYER (OR ANY OF THEIR SUCCESSORS) MAY HAVE
HEREUNDER OR OTHERWISE WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OR
OTHER RIGHTS HEREUNDER, INCLUDING WITHOUT LIMITATION, THE RIGHT TO DETERMINE AT
ANY TIME THAT SUCH PURCHASED ASSET IS NOT AN ELIGIBLE ASSET.
(F)
ON THE PURCHASE DATE FOR EACH MORTGAGE ASSET, THE SELLER SHALL
FORWARD TO THE AGENT VIA ELECTRONIC TRANSMISSION, A CONFIRMATION OF EACH
TRANSACTION, SUBSTANTIALLY IN THE FORM OF EXHIBIT B ATTACHED HERETO (A
"CONFIRMATION").
THE CONFIRMATION SHALL SPECIFY ANY ADDITIONAL TERMS OR
CONDITIONS OF THE TRANSACTION NOT INCONSISTENT WITH THIS AGREEMENT OR AS
OTHERWISE AGREED TO BY THE AGENT.
IN THE EVENT THAT THE TERMS OF THE RELATED
CONFIRMATION ARE INCONSISTENT WITH THE TERMS OF THIS AGREEMENT, THIS AGREEMENT
SHALL SUPERSEDE THE CONFIRMATION WITH RESPECT TO THE INCONSISTENT TERMS ONLY;
PROVIDED, HOWEVER, THAT THE CONFIRMATION AND THIS AGREEMENT SHALL BE CONSTRUED
TO BE CUMULATIVE TO THE EXTENT POSSIBLE.
UPON RECEIPT OF THE CONFIRMATION, THE
AGENT SHALL EVIDENCE ITS AGREEMENT TO ENTER INTO THE REQUESTED TRANSACTION BY
ITS SIGNATURE THEREON AND RETURN SUCH CONFIRMATION TO THE SELLER.
ANY
CONFIRMATION EXECUTED BY THE AGENT SHALL BE DEEMED TO HAVE BEEN RECEIVED BY THE
SELLER ON THE DATE SUCH EXECUTED CONFIRMATION IS ACTUALLY RECEIVED BY THE
SELLER.
(G)
WITH RESPECT TO WET MORTGAGE ASSETS, FOLLOWING THE RECEIPT OF A
CONFIRMATION FROM THE AGENT, THE RELATED BAILEE LETTER SHALL BE DELIVERED TO
CUSTODIAN WITH A COPY TO THE AGENT NOT LATER THAN 12:00 NOON (EASTERN TIME) ON
THE DAY PRIOR TO THE REQUESTED PURCHASE DATE, AS PROVIDED IN THE CUSTODIAL
AGREEMENT.
FOLLOWING THE AGENT'S RECEIPT OF THE FAXED BAILEE LETTER AND BUYER'S
DETERMINATION THAT EACH OF THE WET MORTGAGE ASSETS IS AN ELIGIBLE ASSET, THE
AGENT SHALL WIRE FUNDS PURSUANT TO WIRING INSTRUCTIONS SET FORTH IN THE BAILEE
LETTER.
ON THE BUSINESS DAY THAT CUSTODIAN RECEIVES THE COMPLETE MORTGAGE ASSET
FILES, THE CUSTODIAN WILL NOTIFY THE AGENT OF ITS RECEIPT OF SUCH MORTGAGE ASSET
FILES AND DELIVER TO THE AGENT A TRUST RECEIPT.
THE SELLER SHALL CAUSE THE
SETTLEMENT AGENT TO DELIVER THE MORTGAGE ASSET FILE WITH RESPECT TO EACH
MORTGAGE ASSET WITHIN ONE (1) BUSINESS DAY FOLLOWING THE PURCHASE DATE. WITHIN
FIVE (5) BUSINESS DAYS OF RECEIPT OF SUCH MORTGAGE ASSET FILES, CUSTODIAN SHALL
DELIVER TO THE AGENT AN ASSET SCHEDULE AND EXCEPTION REPORT.
(H)
WITH RESPECT TO DRY MORTGAGE ASSETS, AT LEAST SEVEN (7) BUSINESS
DAYS PRIOR