ASSIGN OF PURCHASER OTHER THAN ANY CLAIM AS
TO WHICH SELLER SHALL HAVE RECEIVED AN INDEMNIFICATION IN FORM AND SUBSTANCE
ACCEPTABLE TO SELLER FROM A PARTY WHOSE FINANCIAL CONDITION IS SATISFACTORY TO
SELLER FOR THE PURPOSES OF SUCH INDEMNIFICATION;
(F)
PURCHASER SHALL HAVE PROVIDED EVIDENCE REASONABLY
SATISFACTORY TO SELLER OF ITS ABILITY TO MEET REASONABLY ANTICIPATED FUTURE
FINANCIAL OBLIGATIONS TO SELLER, INCLUDING, ANY INDEMNIFICATION OBLIGATIONS;
(G)
PURCHASER SHALL HAVE DELIVERED TO SELLER ALL PORTIONS OF THE
LOAN FILE WITH RESPECT TO SUCH LOAN THAT WERE PREVIOUSLY DELIVERED BY SELLER TO
PURCHASER, ANY DOCUMENTS, WRITINGS AND CORRESPONDENCE WITH RESPECT TO SUCH LOAN
SUBSEQUENT TO THE CLOSING DATE AND ANY OTHER DOCUMENT PERTAINING TO SUCH LOAN IN
POSSESSION OF PURCHASER OR ANY OF ITS AGENTS OR SERVICERS, AND ANY OF SUCH
DOCUMENTS THAT WERE ENDORSED OR ASSIGNED TO PURCHASER AS REQUIRED BY SECTION 6.2
SHALL BE ENDORSED, ASSIGNED AND DELIVERED TO SELLER IN THE SAME MANNER AS
PROVIDED THEREIN;
(H)
PURCHASER SHALL HAVE DELIVERED TO SELLER A FULL, COMPLETE AND
CORRECT ACCOUNTING, CURRENT AS OF THE REPURCHASE DATE, OF ALL PAYMENTS MADE AND
RECEIVED AFTER THE CLOSING DATE ON ACCOUNT OF SUCH LOAN AND A COPY OF ALL
CORRESPONDENCE, DOCUMENTS, WORK NOTES AND COLLECTION NOTES GENERATED SINCE THE
CLOSING; AND
(I)
PURCHASER SHALL HAVE DELIVERED TO SELLER SUCH OTHER
DOCUMENTATION AS SELLER MAY REASONABLY REQUEST CONFIRMING PURCHASER'S COMPLIANCE
WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 8.3, INCLUDING AN
AFFIDAVIT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF PURCHASER THAT ITS
REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT ARE TRUE AND CORRECT
AS OF THE REPURCHASE DATE.
Section 8.4.
Calculation of Repurchase Price. The Repurchase Price
shall be determined in accordance with the following formula.
(A)
THE ALLOCATED LOAN PRICE FOR SUCH LOAN;
(B)
PLUS, IN THE CASE OF A PERFORMING LOAN, ANY UNPAID INTEREST ON
THE UNPAID PRINCIPAL BALANCE OF SUCH PERFORMING LOAN AT THE INTEREST RATE BORNE
BY SUCH PERFORMING LOAN AT THE TIME OF REPURCHASE WHICH HAS FIRST ACCRUED DURING
THE PERIOD (I) COMMENCING ON THE DATE OF DELIVERY BY PURCHASER TO SELLER
PURSUANT TO SECTION 7.1 HEREOF OF THE NOTICE OF CLAIM WITH
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respect to such Loan and (ii) ending on the calendar day immediately prior to
the Repurchase Date;
(C)
MINUS
ANY COLLECTIONS (INCLUDING, BUT NOT LIMITED TO, THE
PROCEEDS OF ANY INSURANCE POLICY AND THE AWARDS FROM ANY CONDEMNATION
PROCEEDINGS) RECEIVED WITH RESPECT TO THE LOAN SINCE THE CLOSING DATE, BUT ONLY
TO THE EXTENT THAT SUCH COLLECTIONS RESULT IN THE REDUCTION OF THE OUTSTANDING
PRINCIPAL BALANCE OF SUCH LOAN IN ACCORDANCE WITH THE PROVISIONS OF THE RELATED
NOTE;
(D)
MINUS
THE AMOUNT THAT WAS REQUIRED TO BE HELD BY PURCHASER IN
ANY ESCROW ACCOUNT (BUT IN NO EVENT LESS THAN THE AMOUNT CREDITED TO PURCHASER
PURSUANT TO SECTION 2.3(A),
REDUCED BY ANY AMOUNTS PURCHASER IS REQUIRED TO
EXPEND, AND HAS EXPENDED, PURSUANT TO THE RESPECTIVE LOAN DOCUMENTS);
(E)
PLUS
AN AMOUNT EQUAL TO THE SUM OF ANY INSURANCE PREMIUMS
AND REAL