TO THE REPURCHASE PRICE OF THE
PURCHASED ASSETS IDENTIFIED BY THE SELLER AND (II) WITH RESPECT TO REPURCHASES
MADE IN PART, PRO RATA TO THE REPURCHASE PRICE OF ALL PURCHASED ASSETS.
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(B)
MANDATORY REPURCHASES.
(I)
IN THE EVENT THAT THE FINAL TERMINATION DATE (AS SPECIFIED IN
CLAUSE (I) OF THE DEFINITION THEREOF, THE "ORIGINAL FINAL TERMINATION DATE") IS
EXTENDED IN ACCORDANCE WITH SECTION 3.05(A), IN ADDITION TO ANY OTHER AMOUNTS
DUE AND PAYABLE AT ANY TIME PURSUANT TO THIS AGREEMENT OR ANY OTHER REPURCHASE
DOCUMENT, THE SELLERS SHALL MAKE EQUAL QUARTERLY PAYMENTS, BEGINNING ON THE DATE
OCCURRING THREE (3) CALENDAR MONTHS AFTER THE ORIGINAL FINAL TERMINATION DATE
(OR IF SUCH DATE IS NOT A BUSINESS DAY, ON THE IMMEDIATELY PRECEDING BUSINESS
DAY), IN A TOTAL AMOUNT EQUAL TO THE AGGREGATE REPURCHASE PRICE OUTSTANDING AS
OF THE ORIGINAL FINAL TERMINATION DATE, UNLESS THE AGGREGATE REPURCHASE PRICE IS
PAID IN FULL PRIOR TO SUCH QUARTERLY PAYMENTS BEING DUE.
(II)
IN THE EVENT THAT THE WEIGHTED AVERAGE PURCHASE RATE OF ALL
MORTGAGE ASSETS EXCEEDS 85.0%, THE SELLERS SHALL REPURCHASE SUCH MORTGAGE ASSETS
AS THE AGENT SHALL HAVE DETERMINED ARE NECESSARY SO THAT THE WEIGHTED AVERAGE
PURCHASE RATE OF ALL MORTGAGE ASSETS DOES NOT EXCEED 85.0%; PROVIDED, HOWEVER,
THAT, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, IF THE SELLER
SPECIFICALLY NOTIFIES THE AGENT IN WRITING PRIOR TO THE AGENT PURCHASING A
PARTICULAR MORTGAGE ASSET THAT PURCHASING SUCH MORTGAGE ASSET WILL CAUSE THE
WEIGHTED AVERAGE PURCHASE RATE TO EXCEED 85.0% AND THE AGENT APPROVES AND
PURCHASES SUCH MORTGAGE ASSET, SELLERS SHALL NOT BE REQUIRED TO REPURCHASE ANY
MORTGAGE ASSETS BASED SOLELY ON THE INCREASED WEIGHTED AVERAGE PURCHASE RATE
CAUSED BY THE PURCHASE OF SUCH MORTGAGE ASSET.
NOTWITHSTANDING THE FOREGOING,
NOTHING IN THIS SUBSECTION SHALL IN ANY WAY IMPAIR THE AGENT'S ABILITY TO ISSUE
A MARGIN DEFICIT NOTICE AND REQUIRE SATISFACTION OF ANY MARGIN DEFICIT IN THE
MANNER AND WITHIN THE TIME FRAMES AS PROVIDED IN THIS AGREEMENT.
(III)
IN THE EVENT THAT THE WEIGHTED AVERAGE LTV OF ALL MORTGAGE ASSETS
EXCEEDS 80.0%, THE SELLERS SHALL PAY A PORTION OF THE REPURCHASE PRICE OF
PURCHASED ASSETS SELECTED BY THE SELLERS UNTIL THE WEIGHTED AVERAGE LTV OF ALL
MORTGAGE ASSETS DOES NOT EXCEED 80.0%.
SECTION 3.05
TERMINATION DATES; MAXIMUM AMOUNT.
(A)
EXTENSION OF TERMINATION DATES.
UPON WRITTEN REQUEST OF ALL OF
THE SELLERS DELIVERED TO THE AGENT AT LEAST NINETY (90) DAYS, BUT IN NO EVENT
EARLIER THAN 120 DAYS, PRIOR TO ANY TERMINATION DATE, AND SO LONG AS NO EVENT
WHICH HAS A MATERIAL ADVERSE EFFECT AND NO MARGIN DEFICIT, DEFAULT OR EVENT OF
DEFAULT, OR ANY DEFAULT UNDER ANY OTHER REPURCHASE DOCUMENT, SHALL HAVE OCCURRED
AND BE CONTINUING ON SUCH TERMINATION DATE, AND SO LONG AS ALL REPRESENTATIONS
AND WARRANTIES ARE TRUE, CORRECT, COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS
ON SUCH TERMINATION DATE, THE AGENT MAY IN ITS SOLE DISCRETION AGREE TO EXTEND
SUCH TERMINATION DATE BY GIVING WRITTEN NOTICE TO THE SELLERS OF SUCH EXTENSION
AND OF