respect to Wet Loans, the
Purchase Price shall be disbursed to the Settlement Agent from the Disbursement
Account.
Accordingly, in connection with any Wet Loan, the Sellers shall be
required to deposit in the Disbursement Account prior to the closing of such
Loan an amount equal to the excess of (i) the amount required to be remitted in
connection with the closing of such Loan over (ii) the related Purchase Price to
be paid to such Seller by Buyer for such Loan.
No later than one Business Day
following the related Purchase Date for each Wet Loan, the Sellers shall provide
to the Buyer a complete Loan Data Transmission with respect to each Wet Loan
subject to a Transaction, which Loan Data Transmission shall contain all fields
required for Dry Loans.
The Buyer and the Sellers agree that the procedures for
requesting and entering into a Transaction with respect to Wet Loans may be
modified from time to time by a written agreement executed by the Buyer and the
Sellers.
(E)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, IF, ON OR PRIOR
TO THE DETERMINATION OF ANY LIBO BASE RATE:
(I)
THE BUYER DETERMINES, WHICH DETERMINATION SHALL BE CONCLUSIVE, THAT
QUOTATIONS OF INTEREST RATES FOR THE RELEVANT DEPOSITS REFERRED TO IN THE
DEFINITION OF "LIBO BASE RATE" IN SECTION 2 ARE NOT BEING PROVIDED IN THE
RELEVANT AMOUNTS OR FOR THE RELEVANT MATURITIES FOR PURPOSES OF DETERMINING
RATES OF INTEREST FOR TRANSACTIONS AS PROVIDED HEREIN; OR
(II)
THE BUYER DETERMINES, WHICH DETERMINATION SHALL BE CONCLUSIVE, THAT
THE
20
APPLICABLE MARGIN PLUS THE RELEVANT RATE OF INTEREST REFERRED TO IN THE
DEFINITION OF "LIBO BASE RATE" IN SECTION 2 UPON THE BASIS OF WHICH THE RATE OF
INTEREST FOR TRANSACTIONS IS TO BE DETERMINED IS NOT LIKELY ADEQUATELY TO COVER
THE COST TO THE BUYER OF PURCHASING AND HOLDING LOANS HEREUNDER; OR
(III)
IT BECOMES UNLAWFUL FOR BUYER TO ENTER INTO TRANSACTIONS WITH A
PRICING RATE BASED ON THE LIBO BASE RATE;
then the Buyer shall give the related Seller prompt notice thereof and, so long
as such condition remains in effect, the Buyer shall be under no obligation to
purchase Loans hereunder, and the related Seller shall, at its option, either
repurchase such Loans or pay a Pricing Rate at a rate per annum as determined by
the Buyer taking into account the increased cost to the Buyer of purchasing and
holding the Loans.
(F)
SELLERS SHALL REPURCHASE PURCHASED LOANS FROM BUYER ON EACH
RELATED REPURCHASE DATE.
EACH OBLIGATION TO REPURCHASE EXISTS WITHOUT REGARD TO
ANY PRIOR OR INTERVENING LIQUIDATION OR FORECLOSURE WITH RESPECT TO ANY
PURCHASED LOAN.
SELLERS ARE OBLIGATED TO OBTAIN THE PURCHASED LOANS FROM BUYER
OR ITS DESIGNEE (INCLUDING THE CUSTODIAN) AT SELLERS' EXPENSE ON (OR AFTER) THE
RELATED REPURCHASE DATE.
(G)
PROVIDED THAT THE APPLICABLE CONDITIONS IN SECTIONS 9(A) AND (B)
HAVE BEEN SATISFIED, SELLERS MAY REQUEST THAT A PURCHASED LOAN THAT IS
REPURCHASED BY SELLERS ON THE REPURCHASE DATE BECOME SUBJECT TO A NEW
TRANSACTION