FORECLOSURE WITH RESPECT TO ANY PURCHASED MORTGAGE LOAN (BUT LIQUIDATION OR
FORECLOSURE PROCEEDS RECEIVED BY ADMINISTRATIVE AGENT OR ANY BUYER SHALL BE
APPLIED TO REDUCE THE REPURCHASE PRICE FOR SUCH PURCHASED MORTGAGE LOAN ON EACH
PRICE DIFFERENTIAL PAYMENT DATE EXCEPT AS OTHERWISE PROVIDED HEREIN).
THE
RELATED SELLER IS OBLIGATED TO REPURCHASE AND TAKE PHYSICAL POSSESSION OF THE
PURCHASED MORTGAGE LOANS FROM BUYERS OR ITS DESIGNEE (INCLUDING THE CUSTODIAN)
AT SUCH SELLER'S EXPENSE ON THE RELATED REPURCHASE DATE.
B.
PROVIDED THAT NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING, AND ADMINISTRATIVE AGENT HAS RECEIVED THE RELATED REPURCHASE PRICE
UPON REPURCHASE OF THE PURCHASED MORTGAGE LOANS BY THE RELATED SELLER, BUYERS
AGREE TO RELEASE THEIR OWNERSHIP INTEREST HEREUNDER IN THE PURCHASED MORTGAGE
LOANS (INCLUDING, THE REPURCHASE ASSETS RELATED THERETO) AT THE REQUEST OF THE
RELATED SELLER.
WITH RESPECT TO PAYMENTS IN FULL BY THE RELATED MORTGAGOR OF A
PURCHASED MORTGAGE LOAN, SELLERS AGREE TO (I) PROVIDE ADMINISTRATIVE AGENT WITH
A COPY OF A REPORT FROM THE RELATED SERVICER INDICATING THAT SUCH PURCHASED
MORTGAGE LOAN HAS BEEN PAID IN FULL, (II) REMIT TO ADMINISTRATIVE AGENT, WITHIN
TWO BUSINESS DAYS, THE REPURCHASE PRICE WITH RESPECT TO SUCH PURCHASED MORTGAGE
LOANS AND (III)
PROVIDE ADMINISTRATIVE AGENT A NOTICE SPECIFYING EACH PURCHASED
MORTGAGE LOAN THAT HAS BEEN PREPAID IN FULL.
BUYERS AGREE TO RELEASE THEIR
OWNERSHIP INTEREST IN PURCHASED MORTGAGE LOANS WHICH HAVE BEEN PREPAID IN FULL
AFTER RECEIPT OF EVIDENCE OF COMPLIANCE WITH CLAUSES (I) THROUGH (III) OF THE
IMMEDIATELY PRECEDING SENTENCE.
5.
PRICE DIFFERENTIAL.
A.
ON EACH BUSINESS DAY THAT A TRANSACTION IS OUTSTANDING, THE
PRICING RATE SHALL BE RESET AND, UNLESS OTHERWISE AGREED, THE ACCRUED AND UNPAID
PRICE DIFFERENTIAL SHALL BE SETTLED IN CASH ON EACH RELATED PRICE DIFFERENTIAL
PAYMENT DATE.
TWO BUSINESS DAYS PRIOR TO THE PRICE DIFFERENTIAL PAYMENT DATE,
ADMINISTRATIVE AGENT SHALL GIVE SELLERS WRITTEN OR ELECTRONIC NOTICE OF THE
AMOUNT OF THE PRICE DIFFERENTIAL DUE ON SUCH PRICE DIFFERENTIAL PAYMENT DATE.
ON THE PRICE DIFFERENTIAL PAYMENT DATE, SELLERS SHALL PAY TO ADMINISTRATIVE
AGENT THE PRICE DIFFERENTIAL FOR SUCH PRICE DIFFERENTIAL PAYMENT DATE (ALONG
WITH ANY OTHER AMOUNTS TO BE PAID PURSUANT TO SECTION 7 HEREOF), BY WIRE
TRANSFER IN IMMEDIATELY AVAILABLE FUNDS.
20
B.
IF SELLERS FAIL TO PAY ALL OR PART OF THE PRICE DIFFERENTIAL BY
11:00 A.M. (NEW YORK CITY TIME) ON THE RELATED PRICE DIFFERENTIAL PAYMENT DATE,
WITH RESPECT TO ANY PURCHASED MORTGAGE LOAN, SELLERS SHALL BE OBLIGATED TO PAY
TO THE ADMINISTRATIVE AGENT (IN ADDITION TO, AND TOGETHER WITH, THE AMOUNT OF
SUCH PRICE DIFFERENTIAL) INTEREST ON THE UNPAID REPURCHASE PRICE AT A RATE PER
ANNUM EQUAL TO THE POST DEFAULT RATE UNTIL THE PRICE DIFFERENTIAL IS RECEIVED IN
FULL BY THE ADMINISTRATIVE AGENT.
6.
MARGIN MAINTENANCE
A.
IF AT ANY TIME THE ASSET VALUE OF THE PURCHASED MORTGAGE LOANS
SUBJECT TO TRANSACTIONS IS LESS THAN THE THEN OUTSTANDING PURCHASE PRICE FOR ALL
TRANSACTIONS (A "MARGIN DEFICIT"), THEN THE ADMINISTRATIVE AGENT MAY BY NOTICE
TO SELLERS REQUIRE SELLERS TO TRANSFER TO ADMINISTRATIVE AGENT