BY DELIVERING NOTICE OF SUCH REQUEST TO BUYER WITH A COPY TO
CUSTODIAN NOT LATER THAN 11:00 A.M. NEW YORK CITY TIME AT LEAST TWO (2) BUSINESS
DAY PRIOR TO ANY SUCH REPURCHASE DATE.
BUYER SHALL PURCHASE THE RELATED
ELIGIBLE LOANS PURSUANT TO THE PROCEDURES SET FORTH IN SECTION 3(D).
FOR EACH
NEW TRANSACTION, UNLESS OTHERWISE AGREED, (Y) THE ACCRUED AND UNPAID PRICE
DIFFERENTIAL SHALL BE SETTLED IN CASH ON EACH RELATED REPURCHASE DATE, AND (Z)
THE PRICING RATE SHALL BE AS SET FORTH IN THE PRICING SIDE LETTER.
(H)
IF THE SELLERS INTEND TO REPURCHASE ANY LOANS ON ANY DAY WHICH IS
NOT A REPURCHASE DATE, THE SELLERS SHALL GIVE ONE (1) BUSINESS DAY'S PRIOR
WRITTEN NOTICE THEREOF TO THE BUYER.
IF SUCH NOTICE IS GIVEN, THE REPURCHASE
PRICE SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED
THEREIN, TOGETHER WITH THE PRICE DIFFERENTIAL TO SUCH DATE ON THE AMOUNT
PREPAID.
SUCH EARLY REPURCHASES SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF AT
LEAST $100,000.
(I)
IF SELLERS REPURCHASE PURCHASED LOANS OTHER THAN AS PROVIDED IN
SECTION 3(H) ABOVE, SELLERS SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM
ANY ACTUAL LOSS OR EXPENSE WHICH BUYER MAY SUSTAIN OR INCUR ARISING FROM (A) THE
RE-EMPLOYMENT OF FUNDS OBTAINED BY BUYER TO PERFORM HEREUNDER OR FROM (B) FEES
PAYABLE TO TERMINATE THE DEPOSITS FROM WHICH SUCH FUNDS WERE OBTAINED ("BREAKAGE
COSTS"), IN EITHER CASE, WHICH ACTUAL LOSS OR EXPENSE SHALL BE EQUAL TO THE
EXCESS, AS REASONABLY DETERMINED BY THE LENDER OF (I) ITS COST OF OBTAINING
FUNDS TO PERFORM UNDER SUCH TRANSACTIONS FOR THE PERIOD FROM THE DATE OF SUCH
PAYMENT THROUGH THE FOLLOWING REPURCHASE DATE OVER (II) THE AMOUNT OF INTEREST
LIKELY TO BE REALIZED BY LENDER IN REDEPLOYING THE FUNDS NO UTILIZED BY REASON
OF SUCH PAYMENT FOR SUCH PERIOD.
BUYER SHALL DELIVER TO SELLERS A STATEMENT
SETTING FORTH THE AMOUNT AND BASIS OF DETERMINATION OF ANY BREAKAGE COSTS IN
SUCH DETAIL AS DETERMINED IN GOOD FAITH BY BUYER TO BE ADEQUATE, IT BEING AGREED
THAT SUCH
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STATEMENT AND THE METHOD OF ITS CALCULATION SHALL BE ADEQUATE AND SHALL BE
CONCLUSIVE AND BINDING UPON SELLERS, ABSENT MANIFEST ERROR.
THE PROVISIONS OF
THIS SECTION 3(I) SHALL SURVIVE TERMINATION OF THIS AGREEMENT AND THE REPURCHASE
OF ALL PURCHASED LOANS SUBJECT TO TRANSACTIONS HEREUNDER.
(J)
IF ANY REQUIREMENT OF LAW (OTHER THAN WITH RESPECT TO ANY
AMENDMENT MADE TO THE BUYER'S CERTIFICATE OF INCORPORATION AND BY-LAWS OR OTHER
ORGANIZATIONAL OR GOVERNING DOCUMENTS) OR ANY CHANGE IN THE INTERPRETATION OR
APPLICATION THEREOF OR COMPLIANCE BY THE BUYER WITH ANY REQUEST OR DIRECTIVE
(WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY MADE SUBSEQUENT TO THE DATE HEREOF:
(I)
SHALL SUBJECT THE BUYER TO ANY TAX OF ANY KIND WHATSOEVER WITH RESPECT
TO THIS AGREEMENT OR ANY LOANS PURCHASED PURSUANT TO IT (EXCLUDING NET INCOME
TAXES) OR CHANGE THE BASIS OF TAXATION OF PAYMENTS TO THE BUYER IN RESPECT
THEREOF;