Common use of REPURCHASE OF PURCHASED ASSETS Clause in Contracts

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their purchase of any Purchased Asset shall not affect Purchaser’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaser.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect Purchaser’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s discovery or receipt of notice by a Responsible Officer of Seller with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaser.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserXxxxx, Purchaser Xxxxx will notify the Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, within five two (52) Business Days of the earlier of the Seller’s discovery actual knowledge or receipt of the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement in any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within ten (10) Business Days (or five (5) Business Days if Buyer, in its sole good faith discretion, determines and notifies the Seller that Buyer may suffer potential assignee liability or material damage to its reputation related to such Purchased Asset) after the earlier of the Seller’s discovery actual knowledge of such breach or delivery failure or receipt of the Seller receiving notice thereof that thereof, such breach or delivery failure has not been remedied by Sellerthe Seller in all material respects, the Seller shall promptly upon receipt of written instructions from PurchaserBuyer, at PurchaserBuyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 17 hereof.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect Purchaser’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaser.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B Schedule 1 to this AgreementAgreement with respect to any Purchased Asset, or if a Purchased Asset at any time ceases to be an Eligible Asset, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify SellerBuyer. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five two (52) Business Days of the earlier of Seller’s discovery or receipt of Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement with respect to such Purchased Asset, (ii) the failure of such Purchased Asset to be an Eligible Asset or (iiiii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five two (52) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of Seller receiving notice thereof that such breach breach, ineligibility or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s optionBuyer, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by any Seller of a breach of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, such Seller shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserBuyer, Purchaser Buyer will notify SellerSellers. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement Schedule 1 with respect to the Purchased Assets shall survive delivery of the respective Mortgage Asset Files to the Purchaser Custodian or Bond Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. Seller Sellers shall, within five two (52) Business Days of the earlier of any Seller’s discovery or receipt of any Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement Schedule 1, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage Asset File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, Bond Custodial Agreement or Section 3(a) herein, promptly cure such breach or delivery failure in all material respects. If within five two (52) Business Days after the earlier of any Seller’s discovery of such breach or delivery failure or receipt of any Seller receiving notice thereof that such breach or delivery failure has not been remedied by SellerSellers, Seller Sellers shall promptly upon receipt of written instructions from PurchaserBuyer, at PurchaserBuyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 16 hereof.

REPURCHASE OF PURCHASED ASSETS. CHANGE OF LAW --------------------------------------------- a. Upon discovery by Seller or a Guarantor of a breach of any of the representations and warranties set forth on Exhibit B in Appendix A to this the Custody Agreement, Seller or a Guarantor shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserBuyer, Purchaser Buyer will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect Appendix A to the Purchased Assets Custody Agreement shall survive delivery of the respective Mortgage Loan Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect Purchaser’s Buyer's right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, shall within five two (52) Business Days of the earlier of the Seller’s 's or a Guarantor's discovery or receipt of notice either Seller or a Guarantor receiving notice, with respect to any Purchased Asset Asset, of (i) any breach of a representation or warranty contained in Exhibit B of this Appendix A to the Custody Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage Loan File within the time period required for delivery pursuant to the Custodial and Disbursement Custody Agreement, promptly cure such breach or delivery failure in all material respects. If within five two (52) Business Days after the earlier of Seller’s 's or a Guarantor's discovery of such breach or delivery failure or receipt of Seller or a Guarantor receiving notice thereof that such breach or delivery failure has not been remedied by the Seller, the Seller shall promptly upon receipt of written instructions from PurchaserBuyer, at Purchaser’s Buyer's option, repurchase either (i) purchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 16 hereof. b. If Buyer determines that the introduction of, any change in, or the interpretation or administration of any requirement of law has made it unlawful or commercially impracticable to engage in any Transactions with a Pricing Rate based on LIBOR, then Seller (i) shall, upon its receipt of notice of such fact and demand from Buyer (with a copy of such notice to Custodian), repurchase the Purchased Assets subject to the Transaction on the next succeeding Business Day and, at Seller's election, concurrently enter into a new Transaction with Buyer with a Pricing Rate based on the Prime Rate plus the margin set forth in the Side Letter as part of the Pricing Rate and (ii) may elect, by giving notice to Buyer and Custodian, that all new Transactions shall have Pricing Rates based on the Prime Rate plus such margin. c. If Buyer determines in its sole discretion that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on Buyer's capital or on the capital of any Affiliate of Buyer as a consequence of such Change in Law on this Agreement, then from time to xxxx Xxxxxx will compensate Buyer or Buyer's Affiliate, as applicable, for such reduced rate of return suffered as a consequence of such Change in Law on terms similar to those imposed by Buyer on its other similarly affected customers. Buyer shall provide Seller with prompt notice as to any Change in Law. Notwithstanding any other provisions in this Agreement, in the event of any such Change in Law Seller will have the right to terminate all Transactions then outstanding without any prepayment penalty as of a date selected by Seller, which date shall be prior to the then applicable Repurchase Date and which date shall thereafter for all purposes hereof be deemed to be the Repurchase Date.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserBuyer, Purchaser Buyer will notify the Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, within five two (52) Business Days of the earlier of the Seller’s discovery actual knowledge or receipt of the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement in any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within ten (10) Business Days (or five (5) Business Days if Buyer, in its sole good faith discretion, determines and notifies the Seller that Buyer may suffer potential assignee liability or material damage to its reputation related to such Purchased Asset) after the earlier of the Seller’s discovery actual knowledge of such breach or delivery failure or receipt of the Seller receiving notice thereof that thereof, such breach or delivery failure has not been remedied by Sellerthe Seller in all material respects, the Seller shall promptly upon receipt of written instructions from PurchaserBuyer, at PurchaserBuyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 1617 hereof.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Loan Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their purchase of any Purchased Asset shall not affect Purchaser’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage Loan File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaser.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify SellerSeller in writing. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect Purchaser’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaser.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to PurchaserPurchasers. Upon any such discovery by the related Purchaser, the related Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Loan Files to the Purchaser Purchasers or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserPurchasers. The fact that Purchaser has Purchasers have conducted or has have failed to conduct any partial or complete due diligence investigation in connection with their purchase of any Purchased Asset shall not affect Purchaser’s Purchasers' right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s 's discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage Loan File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s 's discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from either Purchaser, at either Purchaser’s 's option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by the related Purchaser.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit Schedules 1-A, 1-B to this Agreement and 1-C with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five two (52) Business Days of the earlier of Seller’s discovery or receipt (including by way of notice from a third party) or Seller receiving notice from Buyer with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit Schedules 1-A, 1-B of this Agreement or 1-C, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Applicable Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five two (52) Business Days after the earlier of Seller’s discovery (including by way of notice from a third party) of such breach or delivery failure or receipt of Seller receiving notice thereof from Buyer that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from PurchaserBuyer, at PurchaserBuyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 16.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to PurchaserAgent. Upon any such discovery by PurchaserAgent, Purchaser Agent will notify the Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserAgent for the benefit of Buyers. The fact that Purchaser Agent or any Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserAgent’s (for the benefit of Buyers) right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, within five two (52) Business Days of the earlier of the Seller’s discovery or receipt of the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five ten (510) Business Days after the earlier of the Seller’s discovery of such breach or delivery failure or receipt of the Seller receiving notice thereof that thereof, such breach or delivery failure has not been remedied by Sellerthe Seller in all material respects, the Seller shall promptly upon receipt of written instructions from PurchaserAgent, at PurchaserAgent’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaser.Agent, or (ii) transfer comparable Substitute Assets to Agent for the benefit of Buyers, as provided in Section 16 hereof. LEGAL02/40118759v8

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B X-0, Xxxxxxx X-0, Exhibit B-3 or Exhibit B-4 to this Agreement, Seller shall give prompt written notice thereof to PurchaserPurchasers and Agent. Upon any such discovery by PurchaserAgent, Purchaser Agent will notify SellerSeller and Purchasers. It is understood and agreed that the representations and warranties set forth in Exhibit B X-0, Xxxxxxx X-0, Exhibit B-3 or Exhibit B-4 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserPurchasers and Agent for the benefit of Purchasers. The fact that Purchaser has Purchasers or Agent have conducted or has have failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserAgent’s right to demand repurchase or any other remedy as provided under this Agreement. Agent shall have the right to require, in its unreviewable discretion, Seller shall, to cure or repurchase within five two (5) Business Days of the earlier of Seller’s discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (52) Business Days after receipt by Seller of notice from Agent any Purchased Asset for which a breach of one or more of the earlier representations and warranties referenced in this Section ‎15 exists and which breach has a material adverse effect on the value of such Purchased Asset or the interests of Agent or Purchasers. With respect to any representation and warranty set forth on Exhibit X-0, Xxxxxxx X-0, Exhibit B-3 or Exhibit B-4 to this Agreement that is made to the Seller’s knowledge or the best of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied knowledge, if it is discovered by Seller, Seller shall promptly upon receipt Agent or any Purchaser that the substance of written instructions from Purchasersuch representation and warranty is inaccurate, at Purchasernotwithstanding Seller’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price lack of knowledge with respect to the substance of such Purchased Asset by wire transfer to representation and warranty, such inaccuracy shall be deemed a breach of the account designated by Purchaserapplicable representation and warranty.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to PurchaserAgent. Upon any such discovery by PurchaserAgent, Purchaser Agent will notify the Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserAgent for the benefit of Buyers. The fact that Purchaser Agent or any Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserAgent’s (for the benefit of Buyers) right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, within five (5) [***] Business Days of the earlier of the Seller’s discovery or receipt of the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) [***] Business Days after the earlier of the Seller’s discovery of such breach or delivery failure or receipt of the Seller receiving notice thereof that thereof, such breach or delivery failure has not been remedied by Sellerthe Seller in all material respects, the Seller shall promptly upon receipt of written instructions from PurchaserAgent, at PurchaserAgent’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaserset forth on Exhibit C hereto, or (ii) transfer comparable Substitute Assets to Agent for the benefit of Buyers, as provided in Section 16 hereof.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, Seller shall give prompt written notice thereof to PurchaserBuyer and Agent. Upon any such discovery by PurchaserBuyer or Agent, Purchaser Buyer or Agent will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer (or Agent on behalf of Buyer) has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s (or Agent’s on behalf of Buyer) right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Promptly following Seller’s discovery or receipt of Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement in any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly Seller shall cure such breach or delivery failure in all material respects. If within ten (10) Business Days (or three (3) Business Days with respect to breaches with respect to Massachusetts Subprime Loans or Nevada Subprime Loans, or five (5) Business Days with respect to breaches that Agent has identified to Seller in writing as breaches that may result in assignee liability) after the earlier of Seller’s discovery of such breach or delivery failure or receipt of Seller receiving notice thereof that thereof, such breach or delivery failure has not been remedied by SellerSeller in all material respects, Seller shall promptly (if requested by Xxxxx) upon receipt of written instructions from PurchaserXxxxx (or Agent on behalf of Buyer) either (i) repurchase such Purchased US_ACTIVE\126495096\V-12 Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Buyer (or Agent on behalf of Buyer), or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 16 hereof. In addition to the foregoing, if, at Purchaserany time, Buyer or Agent determines that any Purchased Asset violates any consent order or decree or any judicial, regulatory, administrative or other similar judgments, orders, stipulations, awards, writs or injunction applicable to Buyer, Buyer or Agent will notify Seller, and Seller agrees, within five (5) Business Day’s optionof receiving such notice, to repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserXxxxx (or Agent on behalf of Buyer).

REPURCHASE OF PURCHASED ASSETS. Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserBuyer, Purchaser Buyer will notify the Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, within five (5) Business Days of upon the earlier of the Seller’s discovery or receipt of the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement in any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five ten (510) Business Days after the earlier of the Seller’s discovery of such breach or delivery failure or receipt of the Seller receiving notice thereof that thereof, such breach or delivery failure has not been promptly remedied by Sellerthe Seller in all material respects, Seller shall promptly upon receipt of the Buyer may provide written instructions from Purchaserto the Seller pursuant to which the Seller shall, at Purchaser’s optionif Buyer provides written instructions prior to 10:00 a.m. (New York City time) on any Business Day, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserSettlement Account no later than 5:00 p.m. (New York City time) on the immediately following Business Day. In the event Buyer delivers such written instructions to Seller after 10:00 a.m. (New York City time) on any Business Day, Seller shall repurchase such Purchased Asset no later than 5:00 p.m. (New York City time) on the date that is two (2) Business Days immediately following such second Business Day.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Loan Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has have failed to conduct any partial or complete due diligence investigation in connection with their purchase of any Purchased Asset shall not affect Purchaser’s 's right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s 's discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage Loan File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s 's discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s 's option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaser.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will likewise notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their purchase of any Purchased Asset shall not affect Purchaser’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s discovery or receipt of written notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, in each case having a Material Adverse Effect, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of written notice thereof that such breach or delivery failure has not been remedied by SellerSeller in all material respects, Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaser.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by the Purchaser, the Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of Purchaser. The fact that Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their purchase of any Purchased Asset shall not affect Purchaser’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly promptly, upon receipt of written instructions from Purchaser, at Purchaser’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Purchaserthe Xxxxxxxxx.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserBuyer, Purchaser Buyer will notify the Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, within five two (52) Business Days of the earlier of the Seller’s discovery actual knowledge or receipt of the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement in any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within ten (10) Business Days (or five (5) Business Days if Buyer, in its sole good faith discretion, determines and notifies the Seller that Buyer may suffer potential assignee liability or material damage to its reputation related to such Purchased Asset) after the earlier of the Seller’s discovery actual knowledge of such breach or delivery failure or receipt of the Seller receiving notice thereof that thereof, such breach or delivery failure has not been remedied by Sellerthe Seller in all material respects, the Seller shall promptly upon receipt of written instructions from PurchaserBuyer, at PurchaserBuyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 17 hereof.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, Seller shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserBuyer, Purchaser Buyer will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement Schedule 1 with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five two (52) Business Days of the earlier of Seller’s discovery or receipt of Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement Schedule 1, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five two (52) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of Seller receiving notice thereof that such breach or delivery failure has not been remedied by SellerSeller and such breach or failure has a material adverse effect on the value of the Purchased Asset or Buyer’s interest therein, Seller shall promptly upon receipt of written instructions from PurchaserBuyer, at PurchaserBuyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 16 hereof.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserBuyer, Purchaser Buyer will notify the Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, within five two (52) Business Days of the earlier of the Seller’s discovery or receipt of the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement in any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five ten (510) Business Days after the earlier of the Seller’s discovery of such breach or delivery failure or receipt of the Seller receiving notice thereof that thereof, such breach or delivery failure has not been remedied by Sellerthe Seller in all material respects, the Seller shall shall, in Buyer’s sole discretion, promptly upon receipt of written instructions from PurchaserBuyer, at PurchaserBuyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section Error! Reference source not found. hereof.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by a Seller of a breach of any of the representations and warranties set forth on Exhibit B Schedule 1 to this AgreementAgreement with respect to any Purchased Asset, or if a Purchased Asset at any time ceases to be an Eligible Asset, such Seller shall give prompt written notice thereof to Purchaser. Upon any such discovery by Purchaser, Purchaser will notify SellerBuyer. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset (or with respect to the REO Equity Interests, the proportionate value thereof related to one or more Underlying Assets) shall not affect PurchaserBuyer’s right to demand repurchase of the Purchased Assets (or any other remedy with respect to the REO Equity Interests, the proportionate value thereof related to one or more Underlying Assets) or assign a Market Value of zero to such Assets, as applicable, as provided under this Agreement. A Seller shall, within five two (52) Business Days of the earlier of such Seller’s discovery or receipt of such Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement with respect to such Purchased Asset, (ii) the failure of such Purchased Asset to be an Eligible Asset or (iiiii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five two (52) Business Days after the earlier of a Seller’s discovery of such breach or delivery failure or receipt of such a Seller receiving notice thereof that such breach breach, ineligibility or delivery failure has not been remedied by such Seller, such Seller shall promptly upon receipt of written instructions from Purchaser, at Purchaser’s optionBuyer, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer. In the event that it is discovered that the circumstances with respect to any Purchased Asset or Underlying Asset are not accurately reflected in any of the applicable representations and warranties made by Sellers set forth in Schedule 1 to this Agreement, notwithstanding the actual knowledge or lack of knowledge of Seller, and notwithstanding that such representation and warranty is made “to the best of Seller’s knowledge,” then such representation and warranty shall be deemed to be breached.

REPURCHASE OF PURCHASED ASSETS. Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Exhibit B Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to PurchaserBuyer. Upon any such discovery by PurchaserBuyer, Purchaser Buyer will notify the Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser or Custodian with respect to the Purchased Assets and shall inure to the benefit of PurchaserBuyer. The fact that Purchaser Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect PurchaserBuyer’s right to demand repurchase or any other remedy as provided under this Agreement. The Seller shall, within five two (52) Business Days of the earlier of the Seller’s discovery actual knowledge or receipt of the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of Schedule 1 to this Agreement in any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within ten (10) Business Days (or five (5) Business Days if Buyer, in its sole good faith discretion, determines and notifies the Seller that Buyer may suffer potential assignee liability or material damage to its reputation related to such Purchased Asset) after the earlier of the Seller’s discovery actual knowledge of such breach or delivery failure or receipt of the Seller receiving notice thereof that thereof, such breach or delivery failure has not been remedied by Sellerthe Seller in all material respects, the Seller shall promptly upon receipt of written instructions from PurchaserBuyer, at PurchaserBuyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserBuyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 16 hereof.

REPURCHASE OF PURCHASED ASSETS. (a) Upon discovery by Seller of a breach of any of the representations and warranties set forth on Exhibit B to this Agreement, Seller shall give prompt written notice thereof to PurchaserPurchasers. Upon any such discovery by the related Purchaser, the related Purchaser will notify Seller. It is understood and agreed that the representations and warranties set forth in Exhibit B to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Purchaser Purchasers or Custodian with respect to the Purchased Assets and shall inure to the benefit of the applicable Purchaser. The fact that a Purchaser has conducted or has failed to conduct any partial or complete due diligence investigation in connection with their its purchase of any Purchased Asset shall not affect such Purchaser’s right to demand repurchase or any other remedy as provided under this Agreement. Seller shall, within five (5) Business Days of the earlier of Seller’s discovery or receipt of notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Exhibit B of this Agreement or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within five (5) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or receipt of notice thereof that such breach or delivery failure has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from PurchaserPurchasers, at the applicable Purchaser’s option, repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by PurchaserPurchasers. (b) Notwithstanding anything contained herein to the contrary, Seller hereby covenants and agrees to remove and repurchase any Mortgage Loan at any time during the term of this Agreement regarding which there are any actions, suits, arbitrations, claims, investigations or proceedings pending or threatened against Seller that question or challenge the compliance of the Mortgage Loan with the Ability to Repay Rule.