GAAP, CONSISTENTLY APPLIED. REFERENCES HEREIN TO "FISCAL YEAR"
AND "FISCAL QUARTER" REFER TO SUCH FISCAL PERIODS OF SELLER. EXCEPT WHERE
OTHERWISE PROVIDED IN THIS AGREEMENT, ANY DETERMINATION, CONSENT, APPROVAL,
STATEMENT OR CERTIFICATE MADE OR CONFIRMED IN WRITING WITH NOTICE TO SELLER BY
BUYER OR AN AUTHORIZED OFFICER OF BUYER PROVIDED FOR IN THIS AGREEMENT IS
CONCLUSIVE AND BINDS THE PARTIES IN THE ABSENCE OF MANIFEST ERROR, EXCEPT WHERE
THE CONSENT OF SELLER IS REQUIRED. A REFERENCE TO AN AGREEMENT INCLUDES A
SECURITY INTEREST, GUARANTEE, AGREEMENT OR LEGALLY ENFORCEABLE ARRANGEMENT
WHETHER OR NOT IN WRITING RELATED TO SUCH AGREEMENT. A REFERENCE TO A DOCUMENT
INCLUDES AN AGREEMENT (AS SO DEFINED) IN WRITING OR A CERTIFICATE, NOTICE,
INSTRUMENT OR DOCUMENT, OR ANY INFORMATION RECORDED IN COMPUTER DISK FORM. WHERE
SELLER IS REQUIRED TO PROVIDE ANY DOCUMENT TO BUYER UNDER THE TERMS OF THIS
AGREEMENT, THE RELEVANT DOCUMENT SHALL BE PROVIDED IN WRITING OR PRINTED FORM
UNLESS BUYER REQUESTS OTHERWISE. AT THE REQUEST OF BUYER, THE DOCUMENT SHALL BE
PROVIDED IN COMPUTER DISK FORM OR BOTH PRINTED AND COMPUTER DISK FORM, UNLESS
SUCH COMPUTER DISK COPY REQUIRES SELLER TO PAY AN UNREASONABLE EXPENSE.
THIS
AGREEMENT IS THE RESULT OF NEGOTIATIONS AMONG AND HAS BEEN REVIEWED BY COUNSELS
TO BUYER AND SELLER, AND IS THE PRODUCT OF ALL THE PARTIES. IN THE
INTERPRETATION OF THIS AGREEMENT, NO RULE OF CONSTRUCTION SHALL APPLY TO
DISADVANTAGE ONE PARTY ON THE GROUND THAT SUCH PARTY PROPOSED OR WAS INVOLVED IN
THE PREPARATION OF ANY PARTICULAR PROVISION OF THIS AGREEMENT OR THIS AGREEMENT
ITSELF. EXCEPT WHERE OTHERWISE EXPRESSLY STATED, BUYER MAY GIVE OR WITHHOLD, OR
GIVE CONDITIONALLY, APPROVALS AND CONSENTS AND MAY FORM OPINIONS AND MAKE
DETERMINATIONS AND EXERCISE DISCRETION AT ITS ABSOLUTE DISCRETION.
ANY
REQUIREMENT OF GOOD FAITH, DISCRETION OR JUDGMENT BY BUYER SHALL NOT BE
CONSTRUED TO REQUIRE BUYER TO REQUEST OR AWAIT RECEIPT OF INFORMATION OR
DOCUMENTATION NOT IMMEDIATELY AVAILABLE FROM OR WITH RESPECT TO SELLER, A
SERVICER OF THE PURCHASED ASSETS, ANY OTHER PERSON OR THE PURCHASED ASSETS
THEMSELVES.
3.
THE TRANSACTIONS
A)
SELLER SHALL REPURCHASE PURCHASED ASSETS
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 EACH PURCHASED ASSET (BUT LIQUIDATION OR FORECLOSURE PROCEEDS
RECEIVED BY BUYER SHALL BE APPLIED TO REDUCE THE REPURCHASE PRICE EXCEPT AS
OTHERWISE PROVIDED HEREIN).
SELLER IS OBLIGATED TO OBTAIN THE PURCHASED ASSETS
FROM BUYER OR ITS DESIGNEE (INCLUDING CUSTODIAN) AT SELLER'S EXPENSE ON (OR
AFTER) THE RELATED REPURCHASE DATE.
B)
PROVIDED THAT THE APPLICABLE CONDITIONS
IN SECTIONS 10(A) AND (B) HAVE BEEN SATISFIED, EACH PURCHASED ASSET THAT IS A
LOAN THAT IS REPURCHASED BY SELLER ON THE 10TH DAY OF
16
EACH MONTH (OR, IF SUCH 10TH DAY IS NOT A BUSINESS DAY, THE IMMEDIATELY
FOLLOWING BUSINESS DAY) AND EACH PURCHASED ASSET THAT IS AN LLC INTEREST THAT IS
REPURCHASED BY SELLER ON THE 20TH DAY OF EACH MONTH (OR, IF SUCH 20TH DAY IS NOT
A BUSINESS DAY, THE