Correspondent Seller Eligibility & Documentation Requirements

(c) If the Loan is prepaid more than twelve (12) months after the Settlement Date of such
Loan, none of the Premium.
Any premium rebate by Seller hereunder shall be offset by any prepayment premium provided
under the Loan documents to the extent such prepayment premium is collected by Buyer,
provided that Buyer shall use reasonable efforts to collect the prepayment premium except where
there is a substantial question as to the enforceability of the prepayment premium.
SECTION 16. POWER OF ATTORNEY. In order to enforce Buyer’s rights under this
Agreement, Seller shall, upon the request of Buyer or its assigns, perform or cause to be done
and performed, every reasonable act and thing necessary or advisable to put Buyer or its assigns
in position to enforce the payment of the Loans and to carry out the intent of these Agreement,
including the execution of and, if necessary, the recordation of additional documents including
separate endorsements and assignments upon request of Buyer. In addition, Seller hereby
irrevocable appoints any officer or employee of Buyer or its assigns its true and lawful attorney
to do and perform every act necessary, requisite, proper, or advisable to be done to put Buyer or
its assigns in position to enforce the payment of the Loans. At the Buyer’s request, the Seller
shall execute and deliver to the Buyer one or more separate Limited Powers of Attorney in the
form set forth as Exhibit A.
SECTION 17. NOTICES. All notices, requests and communications hereunder shall be
in writing and sent by personal delivery or registered or certified mail, return receipt requested,
postage prepaid to the appropriate address set forth below. Either party may, by proper written
notice hereunder to the other party, change the address to which notices shall be sent.
SELLER: ________________________ BUYER: _____________________________
________________________ U.S. Bank National Association
________________________ 205 W. Fourth Street, Suite 600
________________________ Cincinnati, Ohio 45202
SECTION 18. WAIVERS/CUMULATIVE RIGHTS. No course of dealing on the part of
either party, its officers or employees, nor any failure or delay by either party with respect to
exercising any right, power or privilege under this Agreement shall operate as a waiver thereof.
The parties hereto shall be entitled to all rights and remedies available under applicable law, as
well as those available under this Agreement. All such rights and remedies shall be cumulative
and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of
any other right or remedy.
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