SELLER HAS NOT CURED SUCH
BREACH WITHIN THE PERIOD SPECIFIED IN SECTION 7.1), PROVIDED
THAT SUCH NOTICE
OF CLAIM IS DELIVERED WITHIN SIXTY (60) DAYS AFTER THE CLOSING DATE.
ON THE
REPURCHASE DATE, SELLER SHALL PAY TO PURCHASER, IN IMMEDIATELY AVAILABLE FUNDS,
THE REPURCHASE PRICE, AND PURCHASER SHALL CONVEY TO SELLER ALL OF PURCHASER'S
RIGHT, TITLE AND INTEREST IN AND TO SUCH LOAN AND ANY RELATED COLLATERAL.
IN
ADDITION TO THE FOREGOING, IF ANY LOAN REQUIRED TO BE REPURCHASED HEREUNDER IS
CROSS-COLLATERALIZED WITH ANY OTHER LOAN SOLD HEREUNDER, SELLER SHALL HAVE THE
RIGHT, IN ITS SOLE DISCRETION, TO REPURCHASE SUCH OTHER LOAN OR LOANS ON THE
REPURCHASE DATE AND SHALL PAY TO PURCHASER, IN IMMEDIATELY AVAILABLE FUNDS, THE
REPURCHASE PRICE FOR EACH SUCH OTHER LOAN OR LOANS.
PURCHASER SHALL CONVEY TO
SELLER ALL OF PURCHASER'S RIGHT, TITLE AND INTEREST IN AND TO SUCH LOAN OR LOANS
AND ANY RELATED COLLATERAL AND THE PROVISIONS OF THIS ARTICLE VIII SHALL APPLY
WITH RESPECT TO ALL LOANS REPURCHASED.
NOTWITHSTANDING THE FOREGOING, SELLER
SHALL NOT BE OBLIGATED UNDER ANY CIRCUMSTANCES TO REPURCHASE ANY LOANS UNDER
THIS SECTION 8.1 UNLESS THE AGGREGATE AMOUNT OF THE REPURCHASE PRICE OF THE
LOANS TO WHICH IT HAS A REPURCHASE OBLIGATION HEREUNDER, TOGETHER WITH THE
AGGREGATE AMOUNT OF LOSSES FOR WHICH PURCHASER IS ENTITLED TO BE INDEMNIFIED
UNDER SECTION 7.3(A), EXCEEDS THE SELLER BASKET, AND THEREAFTER SELLER SHALL BE
REQUIRED TO REPURCHASE ALL SUCH LOANS TO WHICH IT HAS REPURCHASE OBLIGATION
UNDER THIS SECTION 8.1 AT THE REPURCHASE PRICE.
Section 8.2.
Transfer Documentation; Further Assurances; Transfer and
Recordation Taxes and Fees. On the Repurchase Date with respect to any
applicable repurchased Loan, Purchaser shall deliver to Seller all originals and
copies of the Loan Documents and any other transfer documents or other documents
that were delivered to Purchaser pursuant to this Agreement regarding such
Loans, together with any addenda, exhibits and schedules thereto and together
with any correspondence and documents received or prepared after the Closing.
With respect to each such Loan, Purchaser shall endorse, transfer, convey or
assign to Seller the Note and the Collateral Documents in the same manner and by
the same documentation as such Note and the Collateral Documents was transferred
and assigned from Seller to Purchaser.
Simultaneously with Purchaser's delivery
of such documents to Seller, Seller shall pay to Purchaser the Repurchase
Price.
If on the Repurchase Date, Purchaser (or a Subsidiary or an Affiliate)
owns the Mortgaged Property related to the repurchased Loan, Purchaser (or such
Subsidiary or Affiliate) shall convey to Seller all right, title and interest in
and to such Mortgaged Property pursuant to a quitclaim deed (or other equivalent
form of deed) with the only representation made by Purchaser and, if applicable,
such Subsidiary or Affiliate, being as to the absence of any Lien or other
encumbrance created by or arising through Purchaser (or any Subsidiary or
Affiliate).
Further, Purchaser shall make all required deliveries and take all
other actions on substantially the same terms and conditions under which Seller