REPURCHASE AGREEMENT
SHALL NOT EXCEED THE MAXIMUM PURCHASE PRICE.
NOTWITHSTANDING THE PRECEDING
SENTENCE, BUYER SHALL HAVE NO OBLIGATION TO ENTER INTO ANY TRANSACTION, IF, AS A
RESULT OF SUCH TRANSACTION THE AGGREGATE PURCHASE PRICE FOR ALL PURCHASED
MORTGAGE LOANS SUBJECT TO THEN OUTSTANDING TRANSACTIONS UNDER THIS AGREEMENT
EXCEED THE MAXIMUM COMMITTED PURCHASE PRICE;
(V)
AFTER GIVING EFFECT TO THE REQUESTED
TRANSACTION, THE ASSET VALUE OF ALL PURCHASED MORTGAGE LOANS EXCEEDS THE
AGGREGATE REPURCHASE PRICE FOR SUCH TRANSACTIONS;
(VI)
ON OR PRIOR TO 5:30 P.M. (NEW YORK TIME) ONE
(1) DAY PRIOR TO THE RELATED PURCHASE DATE, EACH APPLICABLE SELLER SHALL HAVE
DELIVERED TO THE BUYER (A) A TRANSACTION REQUEST, AND (B) A PURCHASED MORTGAGE
LOAN REPORT;
(VII)
WITH RESPECT TO TRANSACTIONS THE SUBJECT OF
WHICH ARE WET-INK MORTGAGE LOANS:
(A)
AT LEAST ONE BUSINESS DAY PRIOR TO THE RELATED
PURCHASE DATE, THE BUYER SHALL HAVE RECEIVED A TRANSACTION REQUEST;
(B)
BY 12:00 NOON (NEW YORK TIME) ON THE RELATED
PURCHASE DATE, THE CUSTODIAN SHALL HAVE RECEIVED FROM THE BUYER A SCHEDULE
SETTING FORTH THE MORTGAGE LOAN IDENTIFICATION NUMBER, THE MORTGAGOR NAME AND
THE OUTSTANDING PRINCIPAL BALANCE OF WET-INK MORTGAGE LOANS TO BE PURCHASED BY
BUYER ON SUCH PURCHASE DATE; AND
(C)
THE CUSTODIAN AND THE BUYER SHALL HAVE
RECEIVED A WIRING SCHEDULE SETTING FORTH THE DISBURSEMENT AMOUNT AND WIRING
INSTRUCTIONS FOR EACH WET-INK MORTGAGE LOAN.
24
(VIII)
THE SELLERS SHALL HAVE DELIVERED TO THE CUSTODIAN
THE MORTGAGE FILE WITH RESPECT TO EACH PURCHASED MORTGAGE LOAN WHICH IS NOT A
WET-INK MORTGAGE LOAN AND THE CUSTODIAN SHALL HAVE ISSUED A TRUST RECEIPT WITH
RESPECT TO EACH SUCH PURCHASED MORTGAGE LOAN TO THE BUYER AND (B) WITH RESPECT
TO EACH WET-INK MORTGAGE LOAN, BY NO LATER THAN 5:00 P.M. (NEW YORK TIME) ON THE
SEVENTH BUSINESS DAY FOLLOWING THE APPLICABLE PURCHASE DATE, THE SELLERS SHALL
DELIVER THE MORTGAGE FILE TO THE CUSTODIAN;
(IX)
THE BUYER SHALL HAVE RECEIVED ALL FEES AND
EXPENSES OF COUNSEL TO THE BUYER AS CONTEMPLATED BY SECTIONS 15(B) AND 27 WHICH
AMOUNTS, AT THE BUYER'S OPTION, MAY BE WITHHELD FROM THE PROCEEDS REMITTED BY
BUYER TO THE SELLERS PURSUANT TO ANY TRANSACTION HEREUNDER;
(X)
NONE OF THE FOLLOWING SHALL HAVE OCCURRED
AND/OR BE CONTINUING:
(A)
AN EVENT OR EVENTS SHALL HAVE OCCURRED IN THE
GOOD FAITH DETERMINATION OF THE BUYER RESULTING IN THE EFFECTIVE ABSENCE OF A
"REPO MARKET" OR COMPARABLE "LENDING MARKET" FOR FINANCING DEBT OBLIGATIONS
SECURED BY SECURITIES OR AN EVENT OR EVENTS SHALL HAVE OCCURRED RESULTING IN THE
BUYER NOT BEING ABLE TO FINANCE PURCHASED MORTGAGE LOANS THROUGH THE "REPO
MARKET" OR "LENDING MARKET" WITH TRADITIONAL COUNTERPARTIES AT RATES WHICH WOULD
HAVE BEEN REASONABLE PRIOR TO THE OCCURRENCE OF SUCH EVENT OR EVENTS; OR
(B)
THERE SHALL HAVE OCCURRED A MATERIAL ADVERSE
CHANGE IN THE FINANCIAL CONDITION OF THE BUYER WHICH AFFECTS (OR CAN REASONABLY
BE EXPECTED TO AFFECT) MATERIALLY AND ADVERSELY THE ABILITY OF THE BUYER TO FUND
ITS OBLIGATIONS UNDER THIS REPURCHASE AGREEMENT; OR
(XI)
EACH TRANSACTION REQUEST DELIVERED BY A
SELLER