DELIVER TO THE CUSTODIAN BY FACSIMILE
ON OR BEFORE THE RELATED PURCHASE DATE FOR THE TRANSACTION (A) THE PROMISSORY
NOTE(S), ORIGINAL STOCK CERTIFICATE OR PARTICIPATION CERTIFICATE IN FAVOR OF
SELLER EVIDENCING THE MAKING OF THE PURCHASED ASSET, WITH SELLER'S ENDORSEMENT
OF SUCH INSTRUMENT TO BUYER, (B) SUCH OTHER COMPONENTS OF THE PURCHASED ASSET
FILE AS BUYER MAY REQUIRE ON A CASE BY CASE BASIS WITH RESPECT TO THE PARTICULAR
TRANSACTION, AND (C) EVIDENCE SATISFACTORY TO BUYER THAT ALL DOCUMENTS NECESSARY
TO PERFECT SELLER'S (AND, BY MEANS OF ASSIGNMENT TO BUYER ON THE PURCHASE DATE,
BUYER'S) INTEREST IN THE COLLATERAL FOR THE PURCHASED ASSET, AND (II) NOT LATER
THAN THE THIRD (3RD) BUSINESS DAY FOLLOWING THE PURCHASE DATE, DELIVER TO BUYER
THE CUSTODIAL DELIVERY AND TO THE CUSTODIAN THE ENTIRE PURCHASED ASSET FILE.
ARTICLE 8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
(A)
TITLE TO ALL PURCHASED ASSETS SHALL PASS TO BUYER ON THE
APPLICABLE PURCHASE DATE, AND BUYER SHALL HAVE FREE AND UNRESTRICTED USE OF ALL
PURCHASED ASSETS, SUBJECT, HOWEVER, TO THE TERMS OF THIS AGREEMENT.
NOTHING IN
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL PRECLUDE BUYER FROM
ENGAGING IN REPURCHASE TRANSACTIONS WITH THE PURCHASED ASSETS OR OTHERWISE
SELLING, TRANSFERRING, PLEDGING, REPLEDGING, HYPOTHECATING, OR REHYPOTHECATING
THE PURCHASED ASSETS, BUT NO SUCH TRANSACTION SHALL RELIEVE BUYER OF ITS
OBLIGATIONS TO TRANSFER THE IDENTICAL PURCHASED ASSETS TO SELLER PURSUANT TO
ARTICLE 3 OF THIS AGREEMENT OR OF BUYER'S OBLIGATION TO CREDIT OR PAY INCOME TO,
OR APPLY INCOME TO THE OBLIGATIONS OF, SELLER PURSUANT TO ARTICLE 5 HEREOF; (II)
THE PURCHASED ASSETS SHALL AT ALL TIMES BE SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THE TERMS OF THE PURCHASED ASSET DOCUMENTS; AND (III) ANY
SUCH SALE, TRANSFER, PLEDGE, REPLEDGE, HYPOTHECATION OR REHYPOTHECATION WILL NOT
RESULT IN ANY INTERNAL COSTS TO SELLER.
(B)
NOTHING CONTAINED IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT SHALL OBLIGATE BUYER TO SEGREGATE ANY PURCHASED ASSETS DELIVERED TO
BUYER BY SELLER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT, NO PURCHASED ASSET SHALL REMAIN IN THE CUSTODY
OF SELLER OR AN AFFILIATE OF SELLER, EXCEPT TO THE EXTENT PERMITTED BY BUYER IN
ACCORDANCE WITH ARTICLE 7(B) HEREOF.
46
ARTICLE 9.
EARLY TERMINATION
(A)
IF (A) THE LIBO RATE INCREASES PURSUANT TO THE DEFINITION THEREOF
AS A RESULT OF AN INCREASE IN BUYER'S RESERVE REQUIREMENT, (B) AN ACT OF
INSOLVENCY SHALL OCCUR WITH RESPECT TO BUYER OR AN AFFILIATED HEDGE
COUNTERPARTY, OR (C) SELLER IS REQUIRED TO PAY ANY AMOUNTS TO BUYER PURSUANT TO
ARTICLES 3(K), 3(M) OR 3(N), THEN SELLER MAY DECLARE AN "EARLY TERMINATION
EVENT".
(B)
THE PARTY DECLARING THE EARLY TERMINATION EVENT SHALL NOTIFY THE
OTHER PARTY (SUCH NOTICE, AN "EARLY TERMINATION NOTICE") THAT IT HAS ELECTED TO
TERMINATE THIS AGREEMENT.
REGARDLESS OF WHICH PARTY DECLARES THE EARLY
TERMINATION, SELLER SHALL DESIGNATE A DATE NO LATER THAN TEN (10) DAYS FROM THE
DATE OF THE EARLY TERMINATION NOTICE (THE "EARLY TERMINATION DATE").
(C)
NOTWITHSTANDING ANY