HEREUNDER SHALL CONSTITUTE A CERTIFICATION BY SUCH SELLER THAT ALL THE
CONDITIONS SET FORTH IN THIS SECTION 3(B) (OTHER THAN CLAUSE (X) HEREOF) HAVE
BEEN SATISFIED (BOTH AS OF THE DATE OF SUCH NOTICE OR REQUEST AND AS OF THE DATE
OF SUCH PURCHASE).
(C)
INITIATION; CONFIRMATION.
(I)
EACH SELLER SHALL DELIVER A TRANSACTION
REQUEST TO THE BUYER ON OR PRIOR TO 5:30 P.M. ON THE DATE ONE (1) BUSINESS DAY
PRIOR TO ENTERING INTO ANY TRANSACTION (INCLUDING TRANSACTIONS RESULTING IN A
PURCHASE PRICE INCREASE, WHICH SHALL NOT BE REQUESTED MORE THAN ONCE PER
MONTH).
SUCH TRANSACTION REQUEST SHALL INCLUDE A MORTGAGE LOAN SCHEDULE WITH
RESPECT TO THE MORTGAGE LOANS TO BE SOLD IN SUCH REQUESTED TRANSACTION.
FOLLOWING RECEIPT OF SUCH REQUEST, BUYER MAY AGREE TO ENTER INTO SUCH REQUESTED
TRANSACTION OR SHALL NOTIFY SUCH SELLER OF ITS INTENTION NOT TO ENTER INTO SUCH
TRANSACTION WITHIN ONE (1) BUSINESS DAY OF THE RECEIPT OF ANY TRANSACTION
REQUEST.
BUYER SHALL CONFIRM THE TERMS OF EACH TRANSACTION BY ISSUING A WRITTEN
CONFIRMATION TO EACH SELLER PROMPTLY AFTER THE PARTIES ENTER INTO SUCH
TRANSACTION IN THE FORM OF EXHIBIT I ATTACHED HERETO (A "CONFIRMATION").
SUCH
CONFIRMATION SHALL SET FORTH (A) THE PURCHASE DATE, (B) THE PURCHASE PRICE OR
PURCHASE PRICE INCREASE, AS APPLICABLE, (C) THE REPURCHASE DATE, (D) THE PRICING
RATE APPLICABLE TO THE TRANSACTION, (E) THE APPLICABLE
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PURCHASE PRICE PERCENTAGES, (F) LIBOR PERIOD AND (G) ADDITIONAL TERMS OR
CONDITIONS NOT INCONSISTENT WITH THIS REPURCHASE AGREEMENT.
(II)
THE REPURCHASE DATE FOR EACH TRANSACTION
SHALL NOT BE LATER THAN THE DATE WHICH IS 364 DAYS AFTER THE RELATED PURCHASE
DATE.
THE LIBOR PERIOD FOR EACH TRANSACTION SHALL BE ONE MONTH, UNLESS AGREED
TO IN WRITING BY THE BUYER.
(III)
EACH CONFIRMATION, TOGETHER WITH THIS
REPURCHASE AGREEMENT, SHALL BE CONCLUSIVE EVIDENCE OF THE TERMS OF THE
TRANSACTION(S) COVERED THEREBY UNLESS OBJECTED TO IN WRITING BY THE SELLERS NO
MORE THAN TWO (2) BUSINESS DAYS AFTER THE DATE THE CONFIRMATION WAS RECEIVED BY
THE SELLERS OR UNLESS A CORRECTED CONFIRMATION IS SENT BY BUYER.
AN OBJECTION
SENT BY THE SELLERS MUST STATE SPECIFICALLY THAT WRITING WHICH IS AN OBJECTION,
MUST SPECIFY THE PROVISION(S) BEING OBJECTED TO BY THE SELLERS, MUST SET FORTH
SUCH PROVISION(S) IN THE MANNER THAT THE SELLERS BELIEVE THEY SHOULD BE STATED,
AND MUST BE RECEIVED BY BUYER NO MORE THAN TWO (2) BUSINESS DAYS AFTER THE
CONFIRMATION WAS RECEIVED BY THE SELLERS.
(IV)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
REPURCHASE AGREEMENT, DURING SUCH PERIOD THE SELLERS MAY SELL, REPURCHASE AND
RESELL ELIGIBLE MORTGAGE LOANS HEREUNDER.
(V)
IN NO EVENT SHALL A TRANSACTION BE ENTERED
INTO WHEN THE REPURCHASE DATE FOR SUCH TRANSACTION WOULD BE LATER THAN THE
TERMINATION DATE.
(VI)
NO LATER THAN 3 P.M., NEW YORK CITY TIME, ON
THE BUSINESS DAY PRIOR TO THE REQUESTED PURCHASE DATE, THE SELLERS SHALL DELIVER
TO THE CUSTODIAN THE MORTGAGE LOAN FILE PERTAINING TO EACH ELIGIBLE MORTGAGE
LOAN (OTHER THAN A WET-INK MORTGAGE LOAN) TO BE PURCHASED BY THE BUYER.