OF THE DATE OF SUCH EXERCISE OR DEEMED EXERCISE, SUCH TRANSACTION
SHALL BE DEEMED IMMEDIATELY CANCELED).
BUYER SHALL (EXCEPT UPON THE OCCURRENCE
OF AN ACT OF INSOLVENCY) GIVE NOTICE TO THE SELLERS OF THE EXERCISE OF SUCH
OPTION AS PROMPTLY AS PRACTICABLE.
B.
IF BUYER EXERCISES OR IS DEEMED TO HAVE EXERCISED THE OPTION REFERRED TO IN
SUBPARAGRAPH (A) OF THIS SECTION, (I) THE SELLERS' OBLIGATIONS IN SUCH
TRANSACTIONS TO REPURCHASE ALL PURCHASED MORTGAGE LOANS, AT THE REPURCHASE PRICE
THEREOF ON THE REPURCHASE DATE DETERMINED IN ACCORDANCE WITH SUBPARAGRAPH (A) OF
THIS SECTION, SHALL THEREUPON BECOME IMMEDIATELY DUE AND PAYABLE, (II) ALL
INCOME PAID AFTER SUCH EXERCISE OR DEEMED EXERCISE SHALL BE RETAINED BY BUYER
AND APPLIED, IN THE BUYER'S SOLE DISCRETION, TO THE AGGREGATE UNPAID REPURCHASE
PRICES AND ANY OTHER AMOUNTS OWING BY THE SELLERS HEREUNDER, AND (III) THE
SELLERS SHALL IMMEDIATELY DELIVER TO BUYER THE MORTGAGE FILES RELATING TO ANY
PURCHASED MORTGAGE LOANS SUBJECT TO SUCH TRANSACTIONS THEN IN THE SELLERS'
POSSESSION OR CONTROL.
C.
BUYER SHALL ALSO HAVE THE RIGHT TO OBTAIN PHYSICAL POSSESSION, AND TO
COMMENCE AN ACTION TO OBTAIN PHYSICAL POSSESSION, OF ALL RECORDS AND FILES OF
THE SELLERS RELATING TO THE REPURCHASE ASSETS AND ALL DOCUMENTS RELATING TO THE
REPURCHASE ASSETS (INCLUDING, WITHOUT LIMITATION, ANY LEGAL, CREDIT OR SERVICING
FILES WITH RESPECT TO THE REPURCHASE ASSETS) WHICH ARE THEN OR MAY THEREAFTER
COME INTO THE POSSESSION OF THE SELLERS OR ANY THIRD PARTY ACTING FOR THE
SELLERS.
TO OBTAIN PHYSICAL POSSESSION OF ANY REPURCHASE ASSETS HELD BY
CUSTODIAN, BUYER SHALL PRESENT TO CUSTODIAN A TRUST RECEIPT AND CERTIFICATION.
BUYER SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF ALL AGREEMENTS OF THE SELLERS
CONTAINED IN THIS AGREEMENT.
D.
BUYER SHALL HAVE THE RIGHT TO DIRECT ALL SERVICERS THEN SERVICING ANY
PURCHASED MORTGAGE LOANS TO REMIT ALL COLLECTIONS THEREON TO BUYER, AND IF ANY
SUCH PAYMENTS ARE RECEIVED BY ANY SELLER, THE SELLERS SHALL NOT COMMINGLE THE
AMOUNTS
49
RECEIVED WITH OTHER FUNDS OF THE SELLERS AND SHALL PROMPTLY PAY THEM OVER TO
BUYER.
BUYER SHALL ALSO HAVE THE RIGHT TO TERMINATE ANY ONE OR ALL OF THE
SERVICERS THEN SERVICING ANY PURCHASED MORTGAGE LOANS WITH OR WITHOUT CAUSE.
IN
ADDITION, BUYER SHALL HAVE THE RIGHT TO IMMEDIATELY SELL THE PURCHASED MORTGAGE
LOANS AND LIQUIDATE ALL REPURCHASE ASSETS.
SUCH DISPOSITION OF PURCHASED
MORTGAGE LOANS MAY BE, AT BUYER'S OPTION, ON EITHER A SERVICING-RELEASED OR A
SERVICING-RETAINED BASIS.
BUYER SHALL BE ENTITLED TO PLACE THE PURCHASED
MORTGAGE LOANS IN A POOL FOR ISSUANCE OF MORTGAGE-BACKED SECURITIES AT THE
THEN-PREVAILING PRICE FOR SUCH SECURITIES AND TO SELL SUCH SECURITIES FOR SUCH
PREVAILING PRICE IN THE OPEN MARKET.
BUYER SHALL ALSO BE ENTITLED TO SELL ANY
OR ALL OF SUCH MORTGAGE LOANS INDIVIDUALLY FOR THE PREVAILING PRICE.
BUYER
SHALL ALSO BE ENTITLED, IN ITS SOLE DISCRETION TO ELECT, IN LIEU OF SELLING ALL
OR A PORTION OF SUCH PURCHASED MORTGAGE LOANS, TO GIVE THE SELLERS CREDIT FOR
SUCH PURCHASED MORTGAGE LOANS AND THE REPURCHASE ASSETS IN AN AMOUNT EQUAL