BY THE BUYER
IN CONNECTION WITH THE DEVELOPMENT, PREPARATION AND EXECUTION OF, AND ANY
AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS REPURCHASE AGREEMENT, ANY OTHER
REPURCHASE DOCUMENT OR ANY OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR
THEREWITH.
THE SELLERS AGREE TO PAY AS AND WHEN BILLED BY THE BUYER ALL OF THE
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY INCLUDING WITHOUT LIMITATION FILING FEES AND ALL THE REASONABLE FEES,
DISBURSEMENTS AND EXPENSES OF COUNSEL TO THE BUYER WHICH AMOUNT SHALL BE
DEDUCTED FROM THE PURCHASE PRICE PAID FOR THE FIRST TRANSACTION HEREUNDER.
SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 27 HEREOF, THE SELLERS AGREE TO
PAY THE BUYER ALL THE REASONABLE OUT OF POCKET DUE DILIGENCE, INSPECTION,
TESTING AND REVIEW COSTS AND EXPENSES INCURRED BY THE BUYER WITH RESPECT TO
PURCHASED MORTGAGE LOANS SUBMITTED BY THE SELLERS FOR PURCHASE UNDER THIS
REPURCHASE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THOSE OUT OF POCKET COSTS
AND EXPENSES INCURRED BY THE BUYER PURSUANT TO SECTIONS 15(B) AND 27 HEREOF.
(C)
THE OBLIGATIONS OF THE SELLER FROM TIME TO
TIME TO PAY THE REPURCHASE PRICE, THE PERIODIC ADVANCE REPURCHASE PAYMENTS, AND
ALL OTHER AMOUNTS DUE UNDER THIS REPURCHASE AGREEMENT SHALL BE FULL RECOURSE
OBLIGATIONS OF THE SELLERS.
(D)
EACH SELLER SHALL BE JOINTLY AND SEVERALLY
LIABLE FOR THE FULL, COMPLETE AND PUNCTUAL PERFORMANCE AND SATISFACTION OF ALL
OBLIGATIONS OF EITHER SELLER UNDER THIS REPURCHASE AGREEMENT.
ACCORDINGLY, EACH
SELLER WAIVES ANY AND ALL NOTICE OF CREATION, RENEWAL, EXTENSION OR ACCRUAL OF
ANY OF THE OBLIGATIONS AND NOTICE OF OR PROOF OF RELIANCE BY BUYER UPON SUCH
SELLER'S JOINT AND SEVERAL LIABILITY.
EACH SELLER WAIVES DILIGENCE,
PRESENTMENT, PROTEST, DEMAND FOR PAYMENT AND NOTICE OF DEFAULT OR NONPAYMENT TO
OR UPON SUCH SELLER WITH RESPECT TO THE OBLIGATIONS.
WHEN PURSUING ITS RIGHTS
AND REMEDIES HEREUNDER AGAINST EITHER SELLER, BUYER MAY, BUT SHALL BE UNDER NO
OBLIGATION, TO PURSUE SUCH RIGHTS AND REMEDIES HEREUNDER AGAINST EITHER SELLER
OR ANY OTHER PERSON OR AGAINST ANY COLLATERAL SECURITY FOR THE OBLIGATIONS OR
ANY RIGHT OF OFFSET WITH RESPECT THERETO, AND ANY FAILURE BY BUYER TO PURSUE
SUCH OTHER RIGHTS OR REMEDIES OR TO
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collect any payments from such Seller or any such other Person to realize upon
any such collateral security or to exercise any such right of offset, or any
release of such Seller or any such other Person or any such collateral security,
or right of offset, shall not relieve such Seller of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of Buyer against such Seller.
SECTION 16.
SERVICING
(A)
THE SELLERS, ON BUYER'S BEHALF, SHALL
CONTRACT WITH A SERVICER TO, OR IF A SELLER IS THE SERVICER, SUCH SELLER SHALL,
SERVICE THE MORTGAGE LOANS CONSISTENT WITH THE DEGREE OF SKILL AND CARE THAT
SUCH SELLER CUSTOMARILY REQUIRES WITH RESPECT TO SIMILAR MORTGAGE LOANS OWNED OR
MANAGED BY