THIS AGREEMENT BUT SHALL BE MADE A PART
OF THIS AGREEMENT.
IN THE EVENT THAT ANY TERMS OR CONDITIONS OF ANY
CONFIRMATION ARE INCONSISTENT, OR IN DIRECT CONFLICT, WITH THIS AGREEMENT, THE
TERMS OF SUCH CONFIRMATION SHALL PREVAIL; PROVIDED, THAT SUCH CONFIRMATION AND
THIS AGREEMENT SHALL BE CONSTRUED TO BE CUMULATIVE TO THE EXTENT POSSIBLE.
(J)
ON THE REPURCHASE DATE, TERMINATION OF A TRANSACTION WILL BE
EFFECTED BY TRANSFER TO THE SELLER OR ITS DESIGNEE OF THE PURCHASED ASSETS AND
RECEIPT OF THE REPURCHASE PRICE BY THE AGENT.
TO THE EXTENT A NET AMOUNT IS
OWED TO ONE PARTY, THE OTHER PARTY SHALL PAY SUCH AMOUNT TO SUCH PARTY.
THE
AGENT SHALL DIRECT CUSTODIAN TO DELIVER THE RELATED MORTGAGE FILES TO THE SELLER
OR ITS DESIGNEE AT THE SELLER'S EXPENSE ON THE REPURCHASE DATE.
(K)
IN NO EVENT SHALL A TRANSACTION BE ENTERED INTO WHEN ANY MARGIN
DEFICIT EXISTS OR WHEN ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, WHEN THE REPURCHASE DATE FOR SUCH TRANSACTION WOULD BE LATER THAN
THE FACILITY TERMINATION DATE OR TO THE EXTENT THAT AFTER GIVING EFFECT TO SUCH
TRANSACTION THE AGGREGATE REPURCHASE PRICE OF ALL MORTGAGE ASSETS SUBJECT TO
TRANSACTIONS THEN OUTSTANDING WOULD EXCEED THE MAXIMUM AMOUNT.
(L)
PURSUANT TO SECTION 3.01(B) OF THE CUSTODIAL AGREEMENT, THE
CUSTODIAN SHALL DELIVER TO THE SELLER AND THE AGENT AN ASSET SCHEDULE AND
EXCEPTION REPORT WITH RESPECT TO THE DRY MORTGAGE ASSETS WHICH THE SELLER HAS
REQUESTED THE AGENT PURCHASE, ON BEHALF OF THE BUYERS, ON SUCH PURCHASE DATE,
AND NO LATER THAN 12:00 P.M., NEW YORK CITY TIME, ON EACH PURCHASE DATE, THE
CUSTODIAN SHALL DELIVER TO THE AGENT A DRY TRUST RECEIPT IN RESPECT OF ALL SUCH
DRY MORTGAGE ASSETS PURCHASED BY THE AGENT, ON BEHALF OF THE BUYERS, ON SUCH
PURCHASE DATE.
SUBJECT TO THE PROVISIONS OF THIS ARTICLE III, THE PURCHASE
PRICE FOR EACH ELIGIBLE ASSET WILL BE MADE AVAILABLE TO THE SELLER BY THE AGENT
TRANSFERRING THE AGGREGATE AMOUNT OF SUCH PURCHASE PRICE IN ACCORDANCE WITH THE
WIRING INSTRUCTIONS SET FORTH IN RESPECT OF THE SELLER ON SCHEDULE 2.
SECTION 3.04
REPURCHASES.
(A)
OPTIONAL REPURCHASES.
SUBJECT TO THE PAYMENT OF ANY LIBOR
BREAKAGE COSTS AND ANY OTHER FEE OR PAYMENT THEN DUE IN ACCORDANCE WITH TERMS
HEREOF, THE SELLER MAY REPURCHASE PURCHASED ASSETS, WITHOUT PENALTY OR PREMIUM
(OTHER THAN ANY FEES PAYABLE), IN WHOLE ON ANY DATE AND IN PART ON ANY DATE SO
LONG AS NO MARGIN DEFICIT, DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
THEN BE CONTINUING.
IF THE SELLER INTENDS TO MAKE ANY SUCH REPURCHASE, THE
SELLER SHALL GIVE ONE (1) BUSINESS DAY'S PRIOR WRITTEN NOTICE THEREOF TO THE
AGENT, WHICH NOTICE SHALL SPECIFICALLY IDENTIFY ANY PURCHASED ASSETS TO BE
REPURCHASED IN WHOLE.
THE REPURCHASE PRICE SPECIFIED IN ANY SUCH NOTICE SHALL
BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN, AND, UPON PAYMENT THEREOF,
SUCH AMOUNT SHALL BE APPLIED (I) WITH RESPECT TO PURCHASED ASSETS BEING
REPURCHASED IN WHOLE, SUBJECT TO SECTION 3.04(C),