ACCRUED WITH RESPECT TO SUCH TRANSACTION AND NOT PREVIOUSLY PAID TO
THE APPLICABLE BUYER) SETTLED IN CASH ON EACH RELATED REPURCHASE DATE BY MEANS
OF A PAYMENT BY SELLER TO THE AGENT, ON BEHALF OF THE APPLICABLE BUYER, AT AN
ACCOUNT DESIGNATED BY THE AGENT.
THE REPURCHASE PRICE AND, IF APPLICABLE,
PURCHASE PRICE TO BE PAID ON A REPURCHASE DATE SHALL BE PAID AS SET FORTH IN
SECTION 15 HEREOF.
4.
ENTERING INTO TRANSACTIONS; TRANSACTION
NOTICE, CONFIRMATIONS
A)
UNLESS OTHERWISE AGREED, SELLER SHALL GIVE AGENT 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"). BY NO LATER THAN 5:00 P.M. (NEW YORK CITY TIME) ON THE NOTICE
DATE, SELLER SHALL REQUEST THAT A BUYER ENTER INTO A TRANSACTION BY FURNISHING
TO AGENT 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 (A "CONFIRMATION") SPECIFYING SUCH TERMS PRIOR TO ENTERING INTO
SUCH TRANSACTION. ANY SUCH CONFIRMATION AND THE
17
RELATED TRANSACTION NOTICE, TOGETHER WITH THIS AGREEMENT, SHALL CONSTITUTE
CONCLUSIVE EVIDENCE OF THE TERMS AGREED BETWEEN THE APPLICABLE BUYER AND SELLER
WITH RESPECT TO THE TRANSACTION TO WHICH THE CONFIRMATION RELATES.
5.
PAYMENT AND TRANSFER
Unless otherwise agreed, all transfers of funds hereunder shall be in
immediately available funds. Any Repurchase Price received by the applicable
Buyer after 2:00 p.m. New York City time shall be applied on the next succeeding
Business Day.
6.
MARGIN MAINTENANCE
A)
IF AT ANY TIME THE AGGREGATE MARKET VALUE OF ALL PURCHASED ASSETS
SUBJECT TO ALL TRANSACTIONS IS LESS THAN THE AGGREGATE BUYER'S MARGIN AMOUNT FOR
ALL SUCH TRANSACTIONS (A "MARGIN DEFICIT"), THEN AGENT MAY BY NOTICE TO SELLER
REQUIRE SELLER, AT AGENT'S OPTION, TO TRANSFER TO THE APPLICABLE BUYER CASH OR
ADDITIONAL LOANS ACCEPTABLE TO AGENT IN ITS SOLE DISCRETION ("ADDITIONAL
PURCHASED ASSETS"), SO THAT SUCH CASH AND AGGREGATE MARKET VALUE OF THE
PURCHASED ASSETS, INCLUDING ANY SUCH ADDITIONAL PURCHASED ASSETS, WILL THEREUPON
EQUAL OR EXCEED SUCH AGGREGATE BUYER'S MARGIN AMOUNT (SUCH REQUIREMENT, A
"MARGIN CALL").
B)
NOTICE REQUIRED PURSUANT TO SECTION 6 MAY BE GIVEN BY ANY MEANS
PROVIDED IN SECTION 36 HEREOF. ANY NOTICE GIVEN BEFORE 1:00 P.M. NEW YORK TIME
ON A BUSINESS DAY SHALL BE MET, AND THE RELATED MARGIN CALL SATISFIED, NO LATER
THAN 5:00 P.M. NEW YORK TIME ON THE NEXT SUCCEEDING BUSINESS DAY; NOTICE GIVEN
AFTER 1:00 P.M. NEW YORK TIME ON A BUSINESS DAY SHALL BE MET, AND THE RELATED
MARGIN CALL SATISFIED, NO LATER THAN 2:00 P.M. NEW YORK TIME ON THE SECOND
SUCCEEDING BUSINESS