THE MAXIMUM AMOUNT MAY BE REDUCED TO $0 AT THE ELECTION
OF THE AGENT UPON FIVE (5) DAYS ADVANCE WRITTEN NOTICE TO THE SELLERS, WHEREUPON
THE TERMINATION DATE SHALL BE DEEMED TO HAVE OCCURRED AND ALL AMOUNTS
OUTSTANDING UNDER THE THIS AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS SHALL BE
THEN DUE AND PAYABLE.
(D)
NO OBLIGATION TO EXTEND TERMINATION DATE.
NOTWITHSTANDING ANY
OTHER PROVISION OF THIS SECTION 3.05 OR OTHERWISE HEREIN, NEITHER THE AGENT NOR
ANY BUYER (OR ANY OF THEIR RESPECTIVE AFFILIATES) SHALL BE UNDER ANY OBLIGATION
TO EXTEND THE TERMINATION DATE.
SECTION 3.06
PAYMENT OF PRICE DIFFERENTIAL.
(A)
NOTWITHSTANDING THAT THE SELLERS, THE AGENT AND THE BUYERS INTEND
THAT THE TRANSACTIONS HEREUNDER BE SALES TO THE BUYERS OF THE PURCHASED ASSETS,
THE SELLERS SHALL PAY TO THE AGENT, FOR THE ACCOUNT OF THE BUYERS, AN AMOUNT
EQUAL TO THE ACCRUED PRICE DIFFERENTIAL OF EACH TRANSACTION THROUGH BUT NOT
INCLUDING THE PAYMENT CALCULATION DATE (EACH SUCH PAYMENT, A "PERIODIC ADVANCE
REPURCHASE PAYMENT") ON EACH PAYMENT DATE LESS ANY PORTION THEREOF PREVIOUSLY
PAID, IF ANY.
THE AGENT SHALL DELIVER TO THE SELLERS, VIA ELECTRONIC
TRANSMISSION, NOTICE OF THE REQUIRED PERIODIC ADVANCE REPURCHASE PAYMENT, AND A
DETAILED CALCULATION THEREOF, ON OR PRIOR TO THE FIFTH (5TH) BUSINESS DAY
PRECEDING EACH PAYMENT DATE.
IF THE SELLERS FAIL TO MAKE ALL OR PART OF THE
PERIODIC ADVANCE REPURCHASE PAYMENT BY 5:00 P.M., NEW YORK CITY TIME, ON THE
PAYMENT DATE, THE SELLERS SHALL BE OBLIGATED TO PAY TO THE AGENT FOR THE ACCOUNT
OF THE BUYERS (IN ADDITION TO, AND TOGETHER WITH, THE PERIODIC ADVANCE
REPURCHASE PAYMENT) INTEREST ON THE UNPAID AMOUNT OF THE PERIODIC ADVANCE
REPURCHASE PAYMENT AT A RATE PER ANNUM EQUAL TO THE POST-DEFAULT RATE (THE "LATE
PAYMENT FEE") UNTIL THE OVERDUE PERIODIC ADVANCE REPURCHASE PAYMENT IS RECEIVED
IN FULL BY THE AGENT FOR THE ACCOUNT OF THE BUYERS.
(B)
IF ANY SELLER REPURCHASES PURCHASED ASSETS ON A DAY OTHER THAN THE
LAST DAY OF THE EURODOLLAR PERIOD APPLICABLE TO THE RELATED TRANSACTION, ALL OF
THE SELLERS SHALL JOINTLY AND SEVERALLY INDEMNIFY THE AGENT AND EACH BUYER AND
HOLD THE AGENT AND EACH BUYER HARMLESS FROM ANY ACTUAL LIABILITIES, LOSSES,
COSTS AND/OR EXPENSES WHICH THE AGENT OR ANY BUYER SUSTAINS OR INCURS ARISING
FROM THE REEMPLOYMENT OF FUNDS OBTAINED BY BUYER HEREUNDER OR FROM FEES PAYABLE
TO TERMINATE THE DEPOSITS FROM WHICH SUCH FUNDS WERE OBTAINED ("BREAKAGE
COSTS"), IN EACH CASE FOR THE REMAINDER OF THE APPLICABLE EURODOLLAR PERIOD.
THE AGENT SHALL DELIVER TO THE SELLERS A STATEMENT SETTING FORTH THE AMOUNT AND
BASIS OF DETERMINATION OF ANY BREAKAGE COSTS IN REASONABLE DETAIL, IT BEING
AGREED THAT SUCH STATEMENT AND THE METHOD OF ITS CALCULATION SHALL BE CONCLUSIVE
AND BINDING UPON THE SELLERS ABSENT MANIFEST ERROR.
THIS SECTION 3.06(B) SHALL
SURVIVE TERMINATION OF THIS AGREEMENT AND REPURCHASE OF ALL PURCHASED ASSETS
SUBJECT TO TRANSACTIONS HEREUNDER.
SECTION 3.07
LETTERS OF CREDIT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, ON ANY BUSINESS DAY,
THE BUYERS MAY, IN ITS SOLE AND ABSOLUTE