CONFIRMATION; AND
(F)
SELLER SHALL HAVE PAID TO BUYER THE FUNDING
FEE, IF ANY, DUE AND PAYABLE (WHICH AMOUNT, UPON THE AGREEMENT OF BUYER AND
SELLER, MAY BE HELD BACK FROM FUNDS REMITTED TO SELLER BY BUYER).
(C)
EACH CONFIRMATION, TOGETHER WITH THIS AGREEMENT, SHALL BE
CONCLUSIVE EVIDENCE OF THE TERMS OF THE TRANSACTION(S) COVERED THEREBY.
IN THE
EVENT OF ANY CONFLICT BETWEEN THE TERMS OF SUCH CONFIRMATION AND THE TERMS OF
THIS AGREEMENT, THE CONFIRMATION SHALL PREVAIL.
(D)
NO TRANSACTION SHALL BE TERMINABLE ON DEMAND BY A BUYER (OTHER
THAN UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT BY
SELLER).
SELLER SHALL BE ENTITLED TO TERMINATE A TRANSACTION ON DEMAND, IN
WHOLE OR IN PART, AND REPURCHASE ANY OR ALL OF THE PURCHASED SECURITIES AND/OR
PURCHASED LOANS SUBJECT TO A TRANSACTION ON ANY BUSINESS DAY PRIOR TO THE
REPURCHASE DATE (AN "EARLY REPURCHASE DATE"); PROVIDED, HOWEVER, THAT:
(I)
SELLER NOTIFIES BUYER IN WRITING OF ITS
INTENT TO TERMINATE SUCH TRANSACTION AND REPURCHASE SUCH PURCHASED SECURITIES
AND/OR PURCHASED LOANS NO LATER THAN TWO (2) BUSINESS DAYS (OR SUCH SHORTER
PERIOD OF TIME AS BUYER MAY CONSENT TO, SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD, DELAYED OR CONDITIONED) PRIOR TO SUCH EARLY REPURCHASE DATE, AND
(II)
ON SUCH EARLY REPURCHASE DATE SELLER PAYS
TO THE APPLICABLE BUYER AN AMOUNT EQUAL TO THE SUM OF THE REPURCHASE PRICE FOR
SUCH TRANSACTION AND ANY OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, SECTION 3(I) OF THIS AGREEMENT) WITH RESPECT TO SUCH
TRANSACTION AGAINST TRANSFER TO THE SELLER OR ITS AGENT OF SUCH PURCHASED
SECURITIES AND/OR PURCHASED LOANS.
21
Such notice shall set forth the Early Repurchase Date and shall identify with
particularity the Purchased Securities and/or Purchased Loans to be repurchased
on such Early Repurchase Date.
(E)
ON THE REPURCHASE DATE, TERMINATION OF THE TRANSACTIONS WILL BE
EFFECTED BY TRANSFER TO SELLER OR ITS AGENT OF THE PURCHASED SECURITIES AND
PURCHASED LOANS AND ANY INCOME IN RESPECT THEREOF RECEIVED BY THE APPLICABLE
BUYER (AND NOT PREVIOUSLY CREDITED OR TRANSFERRED TO, OR APPLIED TO THE
OBLIGATIONS OF, SELLER PURSUANT TO SECTION 5 OF THIS AGREEMENT) AGAINST THE
SIMULTANEOUS TRANSFER OF THE REPURCHASE PRICE TO AN ACCOUNT OF THE APPLICABLE
BUYER.
(F)
ON EACH PURCHASE DATE AND ON EACH DATE ON WHICH FUNDS
REPRESENTING MARGIN EXCESS ARE TRANSFERRED BY BUYER TO SELLER, SELLER SHALL PAY
TO BUYER THE RELATED FUNDING FEE, IF ANY.
SELLER SHALL PAY TO BUYER A
NON-REFUNDABLE EXTENSION FEE ON THE DATE ON WHICH THE SELLER DELIVERS TO THE
BUYER THE EXTENSION NOTICE CONTEMPLATED IN THE SECOND PROVISO TO THE DEFINITION
OF "REPURCHASE DATE" IF SELLER ELECTS TO EXTEND THE REPURCHASE DATE TO THE
SECOND ANNIVERSARY OF THE END OF THE THEN CURRENT AVAILABILITY PERIOD PURSUANT
TO THE DEFINITION OF "REPURCHASE DATE".
(G)
IF PRIOR TO THE FIRST DAY OF ANY PRICING RATE PERIOD WITH RESPECT
TO ANY TRANSACTION, (I) BUYER SHALL HAVE DETERMINED IN THE EXERCISE OF ITS
REASONABLE BUSINESS JUDGMENT (WHICH DETERMINATION SHALL BE