time to time in the State of New York; provided that if by reason of
mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of the security interest or the renewal or enforcement thereof in
any Purchased Items or Collateral is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than New York, "Uniform Commercial Code" shall
mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection.
1.02
ACCOUNTING TERMS AND DETERMINATIONS. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL BE
INTERPRETED, AND ALL FINANCIAL STATEMENTS AND CERTIFICATES AND REPORTS AS TO
FINANCIAL MATTERS REQUIRED TO BE DELIVERED TO THE BUYER HEREUNDER SHALL BE
PREPARED, IN ACCORDANCE WITH GAAP.
1.03
OTHER DEFINITIONAL PROVISIONS. UNLESS OTHERWISE
REQUIRED BY THE CONTEXT, ALL REFERENCES HEREIN, OR IN ANY OTHER REPURCHASE
DOCUMENT, TO "THE SELLER" SHALL REFER TO THE APPLICABLE SELLER OF A PURCHASED
ASSET IN CONNECTION WITH A TRANSACTION HEREUNDER.
16
Section 2. Transactions; Repurchases and Margin Maintenance.
2.01
TRANSACTIONS.
(A)
SUBJECT TO THE FULFILLMENT OF THE CONDITIONS PRECEDENT SET FORTH IN
SECTIONS 5.01 AND 5.02 HEREOF, AND PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING HEREUNDER, THE BUYER AGREES TO ENTER INTO,
ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS REPURCHASE AGREEMENT,
TRANSACTIONS TO PURCHASE ELIGIBLE MORTGAGE LOANS FROM THE APPLICABLE SELLER ON A
PURCHASE DATE IN AN AGGREGATE PURCHASE PRICE (WHICH PURCHASE PRICE SHALL BE PAID
IN DOLLARS) NOT TO EXCEED THE LESSER OF (X) THE MAXIMUM AMOUNT THEN IN EFFECT
AND (Y) THE MARGIN BASE AT SUCH TIME (AFTER GIVING EFFECT TO THE RECOGNIZED
VALUE OF ANY ELIGIBLE MORTGAGE LOANS TO BE PURCHASED BY THE BUYER ON SUCH
PURCHASE DATE).
(B)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS REPURCHASE AGREEMENT, DURING
SUCH PERIOD THE SELLERS MAY (I) REQUEST TRANSACTIONS, (II) REPAY THE OUTSTANDING
REPURCHASE PRICE, IN FULL OR IN PART, WITHOUT PENALTY, AND (III) REQUEST
ADDITIONAL TRANSACTIONS HEREUNDER; PROVIDED, THAT, NOTWITHSTANDING THE
FOREGOING, THE BUYER SHALL HAVE NO OBLIGATION TO ENTER INTO ANY TRANSACTION TO
THE EXTENT THAT THE AGGREGATE REPURCHASE PRICE THEN OUTSTANDING WOULD BE IN
EXCESS OF THE MAXIMUM AMOUNT AND, IN THE EVENT THE OBLIGATION OF THE BUYER TO
ENTER INTO TRANSACTIONS IS TERMINATED AS PERMITTED HEREUNDER, THE BUYER SHALL
HAVE NO FURTHER OBLIGATION TO ENTER INTO ANY ADDITIONAL TRANSACTIONS HEREUNDER.
(C)
IN NO EVENT SHALL ANY TRANSACTION BE ENTERED INTO WHEN ANY DEFAULT OR EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING.
2.02
TRANSACTION REQUEST PROCEDURE.
(A)
ANY SELLER MAY REQUEST A TRANSACTION HEREUNDER, ON ANY BUSINESS DAY DURING
THE PERIOD FROM AND INCLUDING THE EFFECTIVE DATE TO AND INCLUDING THE
TERMINATION DATE, BY DELIVERING TO THE BUYER, WITH A COPY TO THE CUSTODIAN, A
TRANSACTION REQUEST, WHICH TRANSACTION REQUEST MUST BE RECEIVED BY THE BUYER
PRIOR TO 4:00 P.M., NEW YORK CITY TIME, ONE (L)