DETERMINED THAT THE ADOPTION OF OR ANY CHANGE
IN ANY REQUIREMENT OF LAW REGARDING CAPITAL ADEQUACY OR IN THE INTERPRETATION OR
APPLICATION THEREOF OR COMPLIANCE BY BUYER OR ANY CORPORATION CONTROLLING BUYER
WITH ANY REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY (WHETHER OR NOT HAVING
THE FORCE OF LAW) FROM ANY GOVERNMENTAL AUTHORITY MADE SUBSEQUENT TO THE DATE
HEREOF DOES OR SHALL HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON BUYER'S
OR SUCH CORPORATION'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER TO A
LEVEL BELOW THAT WHICH BUYER OR SUCH CORPORATION COULD HAVE ACHIEVED BUT FOR
SUCH ADOPTION, CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION BUYER'S OR SUCH
CORPORATION'S POLICIES WITH RESPECT TO CAPITAL ADEQUACY) BY AN AMOUNT DEEMED BY
BUYER TO BE MATERIAL, THEN FROM TIME TO TIME, AFTER SUBMISSION BY BUYER TO
SELLER OF A WRITTEN REQUEST THEREFOR, SELLER SHALL PAY TO BUYER SUCH ADDITIONAL
AMOUNT OR AMOUNTS AS WILL COMPENSATE BUYER FOR SUCH REDUCTION WHICH IS ACTUALLY
INCURRED BY BUYER. A CERTIFICATE AS TO THE CALCULATION OF ANY ADDITIONAL AMOUNTS
PAYABLE PURSUANT TO THIS SUBSECTION SHALL BE SUBMITTED BY BUYER TO SELLER AND
SHALL BE CONCLUSIVE AND BINDING UPON SELLER IN THE ABSENCE OF MANIFEST ERROR.
THIS COVENANT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE REPURCHASE
BY SELLER OF ANY OR ALL OF THE PURCHASED ASSETS.
(K)
ANY PROVISION HEREOF TO THE CONTRARY NOTWITHSTANDING, SELLER SHALL
PAY ALL REASONABLE FEES AND EXPENSES OF BUYER (INCLUDING ALL REASONABLE LEGAL
FEES) ASSOCIATED WITH THE PURCHASE OF ANY ELIGIBLE ASSET UNDER THIS AGREEMENT
AND SHALL PAY THE FEES AND EXPENSES OF COUNSEL TO BUYER IN CONNECTION WITH THE
PREPARATION AND EXECUTION OF THIS AGREEMENT AND ALL OTHER TRANSACTION DOCUMENTS.
(L)
ANY PROVISION HEREOF TO THE CONTRARY NOTWITHSTANDING,
TRANSACTIONS ENTERED INTO HEREUNDER SHALL BE AT THE SOLE DISCRETION OF BUYER.
BUYER IS NOT REQUIRED TO ENTER INTO ANY TRANSACTION AND BUYER MAY, IN ITS SOLE
DISCRETION, REJECT FOR INCLUSION IN ANY TRANSACTION ANY ELIGIBLE ASSETS OFFERED
FOR SALE HEREUNDER BY SELLER.
18
(M)
IN THE EVENT THAT THE REPURCHASE DATE IN RESPECT OF THE CDO ASSETS
OCCURS MORE THAN SIX (6) MONTHS AFTER THE RELATED PURCHASE DATE, THE PRICING
TERMS SET FORTH IN THE SIDE LETTER RELATING TO THE CDO ASSETS SHALL NO LONGER BE
APPLICABLE AND THE PRICING TERMS SET FORTH FOR ALL OTHER ELIGIBLE ASSETS SHALL
APPLY TO SUCH CDO ASSETS; PROVIDED, HOWEVER, THAT SUCH CDO ASSETS SHALL STILL BE
INCLUDED IN ANY CALCULATION OF THE MAXIMUM CDO AGGREGATE PURCHASE PRICE.
3.
MARGIN MAINTENANCE
(A)
IF AT ANY TIME THE PRODUCT OF THE AGGREGATE MARKET VALUE OF ALL
PURCHASED ASSETS AND BUYER'S MARGIN RATIO SHALL BE LESS THAN THE AGGREGATE
OUTSTANDING REPURCHASE PRICE FOR SUCH PURCHASED ASSETS, (A "MARGIN DEFICIT"),
THEN BUYER MAY BY NOTICE TO SELLER (A "MARGIN CALL") REQUIRE SELLER TO TRANSFER
TO BUYER (A) CASH OR (B) ADDITIONAL ASSETS ACCEPTABLE TO BUYER IN ITS SOLE AND
ABSOLUTE DISCRETION (SUCH CASH OR ADDITIONAL ASSETS PAID BY SELLER TO BUYER ARE
HEREIN REFERRED TO