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 THE 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 REPURCHASED BY SELLER ON
THE 10TH DAY OF EACH MONTH (OR, IF SUCH 10TH DAY IS NOT A BUSINESS DAY, THE
IMMEDIATELY FOLLOWING BUSINESS DAY) FOLLOWING THE
15
related initial Purchase Date (the day of the month so determined for each
month, or any other date designated by Seller to Buyer for such a repurchase on
at least one Business Day's prior notice to Buyer, a "Repurchase Date," which
term shall also include the date determined by application of Section 20) shall
automatically become subject to a new Transaction unless Buyer is notified by
Seller at least one Business Day prior to the related Repurchase Date; provided
that, if the Repurchase Date so determined is later than the Termination Date,
the Repurchase Date for such Transaction shall automatically reset to the
Termination Date, and the provisions of this sentence as it might relate to a
new Transaction shall expire on such date. For each Purchased Asset subject to a
Transaction, unless otherwise agreed, (y) the accrued and unpaid Price
Differential shall be calculated beginning on the first day and ending on the
last day of the calendar month prior to the related Repurchase Date and settled
in cash on each related Repurchase Date and (z) the Pricing Rate shall be as set
forth in the Side Letter.
In the event a Pricing Rate is based on a LIBO Rate
that is not fixed for any such period, Agent shall establish a LIBO Rate on each
Business Day, based on one-month LIBO Rate for each such day, and the Pricing
Rate will change upon each change in LIBO Rate.
4.
ENTERING INTO TRANSACTIONS; TRANSACTION NOTICE, CONFIRMATIONS
A)
UNLESS OTHERWISE AGREED, SELLER SHALL GIVE BUYER NOTICE BY NO
LATER THAN 5:00 P.M. (NEW YORK CITY TIME) ON THE DAY THAT IS TWO BUSINESS DAYS
PRIOR TO ANY PROPOSED PURCHASE DATE (THE DATE ON WHICH SUCH NOTICE IS GIVEN, THE
"NOTICE DATE"). ON THE NOTICE DATE, SELLER SHALL REQUEST THAT BUYER ENTER INTO A
TRANSACTION BY FURNISHING TO BUYER A TRANSACTION NOTICE, LOAN SCHEDULE AND ASSET
BASE CERTIFICATE.
THE SELLER SHALL DELIVER TO CUSTODIAN A TRANSACTION NOTICE,
THE RELATED LOAN SCHEDULE AND THE RELATED CUSTODIAN'S LOAN FILE FOR EACH LOAN
SUBJECT TO SUCH TRANSACTION IN ACCORDANCE WITH THE TERMS OF THE CUSTODY
AGREEMENT.
B)
IN THE EVENT THAT THE PARTIES HERETO DESIRE TO ENTER INTO A
TRANSACTION ON TERMS OTHER THAN AS SET FORTH HEREIN, THE PARTIES SHALL EXECUTE A
"CONFIRMATION" SPECIFYING SUCH TERMS PRIOR TO ENTERING INTO