NOTIFY BUYER WITHIN FIVE (5) BUSINESS
DAYS OF SUCH VIOLATION THAT IT DOES NOT WANT TO RECEIVE A BID FOR SUCH MORTGAGE
LOAN AS DESCRIBED BELOW, BUYER OR AN AFFILIATE OF BUYER MAY OFFER TO TERMINATE
THE RELATED SELLER'S RIGHT AND OBLIGATION TO REPURCHASE SUCH MORTGAGE LOAN BY
PAYING SUCH SELLER A PRICE TO BE SET BY BUYER IN ITS SOLE DISCRETION (A "BID").
THE RELATED SELLER, WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF BUYER'S BID (THE
"VIOLATION DEADLINE") MAY, IN ITS SOLE DISCRETION, EITHER (I) ACCEPT BUYER'S
BID, TERMINATING THE RELATED SELLER'S RIGHT AND OBLIGATIONS TO REPURCHASE SUCH
MORTGAGE LOAN UNDER THIS AGREEMENT OR (II) IMMEDIATELY REPURCHASE THE MORTGAGE
LOAN AT THE REPURCHASE PRICE IN ACCORDANCE WITH THIS SECTION 4.
THE SELLERS
SHALL PAY BUYER A BID FEE EQUAL TO $250 (THE "BID FEE") WITH RESPECT TO EACH
MORTGAGE LOAN ON WHICH BUYER OR ITS AFFILIATE MAKES A BID, REGARDLESS OF WHETHER
THE BID IS ACCEPTED AND SUCH BID FEE SHALL BE DUE AND PAYABLE TO BUYER BY THE
VIOLATION DEADLINE.
ANY AMOUNT PAID BY BUYER OR ITS AFFILIATE TO TERMINATE THE
SELLERS' RIGHT TO REPURCHASE A PURCHASED MORTGAGE LOAN IF A BID IS ACCEPTED
PURSUANT TO THIS SECTION SHALL BE APPLIED BY BUYER TOWARD THE OUTSTANDING
REPURCHASE PRICE FOR THE APPLICABLE TRANSACTION.
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, BUYER
SHALL GIVE THE 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, THE SELLERS SHALL PAY TO BUYER THE PRICE DIFFERENTIAL
FOR SUCH PRICE DIFFERENTIAL PAYMENT DATE (ALONG WITH ANY OTHER AMOUNTS TO BE
PAID PURSUANT TO SECTIONS 7, 34 AND 35 HEREOF), BY WIRE TRANSFER IN IMMEDIATELY
AVAILABLE FUNDS.
B.
IF THE SELLERS FAIL TO PAY ALL OR PART OF THE PRICE DIFFERENTIAL BY 3:00
P.M. (NEW YORK CITY TIME) ON THE RELATED PRICE DIFFERENTIAL PAYMENT DATE, WITH
RESPECT TO ANY PURCHASED MORTGAGE LOAN, THE SELLERS SHALL BE OBLIGATED TO PAY TO
BUYER (IN
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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 BUYER.
C.
SELLER MAY REMIT TO BUYER FUNDS IN $100,000 INCREMENTS UP TO THE OUTSTANDING
PURCHASE PRICE, TO BE HELD AS UNSEGREGATED CASH MARGIN AND COLLATERAL FOR ALL
OBLIGATIONS UNDER THE REPURCHASE AGREEMENT (SUCH AMOUNT, TO THE EXTENT NOT
APPLIED TO OBLIGATIONS UNDER THE REPURCHASE AGREEMENT, THE "BUYDOWN AMOUNT").
THE BUYDOWN AMOUNT SHALL BE USED BY BUYER IN ORDER TO CALCULATE THE PRICE
DIFFERENTIAL, WHICH WILL ACCRUE ON THE PURCHASE PRICE THEN OUTSTANDING MINUS THE
BUYDOWN AMOUNT, APPLIED TO TRANSACTIONS INVOLVING CONFORMING MORTGAGE