SUCH OPTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
REPURCHASE PRICE WITH RESPECT TO EACH SUCH TRANSACTION SHALL BE DETERMINED BY
DAILY APPLICATION OF, ON A 360 DAY PER YEAR BASIS FOR THE ACTUAL NUMBER OF DAYS
DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE EXERCISE OR DEEMED EXERCISE
OF SUCH OPTION TO BUT EXCLUDING THE DATE OF
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PAYMENT OF THE REPURCHASE PRICE, (X) THE POST-DEFAULT RATE TO (Y) THE REPURCHASE
PRICE FOR SUCH TRANSACTION AS OF THE REPURCHASE DATE (DECREASED AS OF ANY DAY BY
(I) ANY AMOUNTS ACTUALLY IN THE POSSESSION OF THE AGENT PURSUANT TO CLAUSE
(C) OF THIS SUBSECTION, (II) ANY PROCEEDS FROM THE SALE OF PURCHASED ASSETS
APPLIED TO THE REPURCHASE PRICE PURSUANT TO SECTION 10.02(A)(IV), AND (III) ANY
AMOUNTS APPLIED TO THE REPURCHASE PRICE PURSUANT TO SECTION 10.02(A); AND
(C)
ALL INCOME ACTUALLY RECEIVED BY THE AGENT FOR
THE ACCOUNT OF THE BUYERS PURSUANT TO SECTION 5.01 (EXCLUDING ANY LATE PAYMENT
FEES PAID PURSUANT TO SECTION 3.06(A)) SHALL BE APPLIED TO THE AGGREGATE UNPAID
REPURCHASE PRICE OWED BY THE SELLER.
(III)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ONE OR MORE EVENTS OF DEFAULT, THE AGENT SHALL HAVE THE RIGHT TO
OBTAIN PHYSICAL POSSESSION OF THE SERVICING RECORDS (SUBJECT TO THE PROVISIONS
OF THE CUSTODIAL AGREEMENT) AND ALL OTHER FILES OF THE SELLER RELATING TO THE
PURCHASED ASSETS AND ALL DOCUMENTS RELATING TO THE PURCHASED ASSETS WHICH ARE
THEN OR MAY THEREAFTER COME INTO THE POSSESSION OF THE SELLER OR ANY THIRD PARTY
ACTING FOR THE SELLER AND THE SELLER SHALL DELIVER TO THE AGENT SUCH ASSIGNMENTS
AS THE AGENT SHALL REQUEST AND THE AGENT SHALL HAVE THE RIGHT TO APPOINT ANY
PERSON TO ACT AS SERVICER FOR THE PURCHASED ASSETS.
THE AGENT SHALL BE ENTITLED
TO SPECIFIC PERFORMANCE OF ALL AGREEMENTS OF THE SELLERS CONTAINED IN THE
REPURCHASE DOCUMENTS.
(IV)
AT ANY TIME ON THE BUSINESS DAY FOLLOWING
WRITTEN NOTICE TO THE SELLERS (WHICH NOTICE MAY BE THE WRITTEN NOTICE GIVEN
UNDER SECTION 10.02(A)(I)), IN THE EVENT THE SELLERS HAVE NOT REPURCHASED ALL
PURCHASED ASSETS, THE AGENT MAY (A) IMMEDIATELY SELL, WITHOUT DEMAND OR FURTHER
NOTICE OF ANY KIND, AT A PUBLIC OR PRIVATE SALE AND AT SUCH PRICE OR PRICES AS
THE AGENT MAY DEEM SATISFACTORY ANY OR ALL PURCHASED ASSETS SUBJECT TO SUCH
TRANSACTIONS HEREUNDER AND APPLY THE PROCEEDS THEREOF TO THE AGGREGATE UNPAID
REPURCHASE PRICE AND ANY OTHER AMOUNTS OWING BY THE SELLERS HEREUNDER OR (B) IN
ITS SOLE DISCRETION ELECT, IN LIEU OF SELLING ALL OR A PORTION OF SUCH PURCHASED
ASSETS, TO GIVE THE SELLERS CREDIT FOR SUCH PURCHASED ASSETS IN AN AMOUNT EQUAL
TO THE MARKET VALUE OF THE PURCHASED ASSETS AGAINST THE AGGREGATE UNPAID
REPURCHASE PRICE AND ANY OTHER AMOUNTS OWING BY THE SELLERS HEREUNDER.
THE
PROCEEDS OF ANY DISPOSITION OF PURCHASED ASSETS SHALL BE APPLIED FIRST TO THE
COSTS AND EXPENSES INCURRED BY THE AGENT OR ANY BUYER IN CONNECTION WITH ANY
SELLER'S DEFAULT; SECOND TO COSTS OF RELATED