FOR ALL PURPOSES OF THIS AGREEMENT, EACH OF THE
TRANSACTIONS WITH RESPECT TO THE ELIGIBLE CRIIMI SECURITIES AS A WHOLE AND THE
ELIGIBLE GNMA SECURITIES AS A WHOLE SHALL BE DEEMED THE SUBJECT OF INDIVIDUAL
SEPARATE TRANSACTIONS.
SELLER SHALL GIVE BUYER WRITTEN NOTICE OF EACH PROPOSED
TRANSACTION.
ON THE PURCHASE DATE FOR A TRANSACTION, THE PURCHASED SECURITIES
SHALL BE TRANSFERRED TO BUYER OR ITS DESIGNEE AGAINST THE TRANSFER OF THE
PURCHASE PRICE TO AN ACCOUNT OF SELLER.
(B)
PROVIDED EACH OF THE TRANSACTION CONDITIONS PRECEDENT (AS
HEREINAFTER DEFINED) SHALL HAVE BEEN SATISFIED (OR WAIVED BY BUYER), BUYER SHALL
PROMPTLY DELIVER TO SELLER A WRITTEN CONFIRMATION IN THE FORM OF EXHIBIT I
ATTACHED HERETO OF EACH TRANSACTION (A "CONFIRMATION").
SUCH CONFIRMATION SHALL
DESCRIBE THE PURCHASED SECURITIES (INCLUDING CUSIP NUMBER, IF ANY), SHALL
IDENTIFY BUYER AND SELLER, AND SHALL SET FORTH:
(I)
THE PURCHASE DATE,
(II)
THE PURCHASE PRICE FOR SUCH PURCHASED SECURITIES,
(III)
THE REPURCHASE DATE,
(IV)
THE PRICING RATE APPLICABLE TO THE TRANSACTION (INCLUDING THE
APPLICABLE SPREAD) AND
(V)
ANY ADDITIONAL TERMS OR CONDITIONS NOT INCONSISTENT WITH THIS
AGREEMENT.
WITH RESPECT TO ANY TRANSACTION, THE PRICING RATE SHALL BE
DETERMINED INITIALLY ON THE PRICING RATE DETERMINATION DATE APPLICABLE TO THE
FIRST PRICING RATE PERIOD FOR SUCH TRANSACTION, AND SHALL BE RESET ON EACH RESET
DATE FOR THE NEXT SUCCEEDING PRICING RATE PERIOD FOR SUCH TRANSACTION.
BUYER OR
ITS AGENT SHALL DETERMINE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT THE
PRICING RATE ON EACH PRICING RATE DETERMINATION DATE FOR THE RELATED PRICING
RATE PERIOD AND NOTIFY SELLER OF SUCH RATE FOR SUCH PERIOD ON THE RESET DATE.
FOR PURPOSES OF THIS SECTION 3(B), THE "TRANSACTION CONDITIONS PRECEDENT" SHALL
BE DEEMED TO HAVE BEEN SATISFIED WITH RESPECT TO ANY PROPOSED TRANSACTION IF:
(A)
NO DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT SHALL HAVE
OCCURRED AND BE CONTINUING AS OF THE PURCHASE DATE FOR SUCH PROPOSED
TRANSACTION;
10
(B)
THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER AND SPONSOR IN
THE TRANSACTION DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF THE PURCHASE DATE FOR SUCH TRANSACTION (EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES ARE MADE AS OF A PARTICULAR DATE); AND
(C)
THE AGGREGATE PURCHASE PRICE WITH RESPECT TO THE ELIGIBLE CRIIMI
SECURITIES AND THE ELIGIBLE GNMA SECURITIES SHALL NOT EXCEED $42,000,000 AND
$53,000,000, RESPECTIVELY, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE BUYER.
(C)
ABSENT MANIFEST ERROR, EACH CONFIRMATION, TOGETHER WITH THIS
AGREEMENT, SHALL BE CONCLUSIVE EVIDENCE OF THE TERMS OF THE TRANSACTION(S)
COVERED THEREBY UNLESS SPECIFIC OBJECTION IS MADE BY SELLER NO LESS THAN THREE
(3) BUSINESS DAYS AFTER THE DATE THEREOF.
IN THE EVENT OF ANY CONFLICT BETWEEN
THE TERMS OF SUCH CONFIRMATION AND THE TERMS OF THIS AGREEMENT, THIS AGREEMENT
SHALL PREVAIL.
AN OBJECTION SENT BY SELLER WITH RESPECT TO ANY CONFIRMATION
MUST STATE SPECIFICALLY THAT THE WRITING IS AN OBJECTION, MUST SPECIFY THE
PROVISION(S) OF SUCH CONFIRMATION BEING OBJECTED TO BY SELLER, MUST SET FORTH
SUCH PROVISION(S) IN THE MANNER THAT SELLER