WITHOUT LIMITATION, ANY SECURITY INTEREST THAT SUCH SECURED PARTY OR
SECURED PARTY'S AGENT MAY HAVE BY VIRTUE OF ITS POSSESSION, CUSTODY OR CONTROL
THEREOF) AND HAS FILED UNIFORM COMMERCIAL CODE TERMINATION STATEMENTS IN RESPECT
OF ANY UNIFORM COMMERCIAL CODE FILINGS MADE IN RESPECT OF SUCH LOAN OR LLC
INTERESTS, AND EACH SUCH RELEASE AND UNIFORM COMMERCIAL CODE TERMINATION
STATEMENT HAS BEEN DELIVERED TO THE BUYER PRIOR TO SUCH TRANSACTION.
(XII)
SELLER SHALL HAVE DELIVERED IN SUCH
TRANSACTION TO BUYER, WITH RESPECT TO A LOAN, THE UNDERWRITING PACKAGE (A) FOR
EACH LOAN THAT IS A TIER ONE ASSET, NOT LESS THAN FOUR BUSINESS DAYS PRIOR TO
THE DATE OF THE RELATED TRANSACTION NOTICE AND (B) FOR EACH LOAN THAT IS NOT A
TIER ONE ASSET, NOT LESS THAN TEN BUSINESS DAYS PRIOR TO THE DATE OF THE RELATED
TRANSACTION NOTICE, AND BUYER SHALL HAVE APPROVED EACH SUCH LOAN IN ITS SOLE
DISCRETION. BUYER AGREES THAT IT SHALL NOTIFY SELLER OF ITS APPROVAL OR
DISAPPROVAL OF EACH SUCH PROPOSED LOAN WITHIN TEN BUSINESS DAYS AFTER ITS
RECEIPT OF THE COMPLETE UNDERWRITING PACKAGE AND SUPPLEMENTAL REQUESTS (WHETHER
REQUESTED ORALLY OR IN WRITING) RELATED TO SUCH PROPOSED LOAN. FOR PURPOSES OF
THIS PROVISION, AN UNDERWRITING PACKAGE RECEIVED BY BUYER AFTER 1:00 P.M. NEW
YORK CITY TIME SHALL BE DEEMED TO BE RECEIVED ON THE FOLLOWING BUSINESS DAY.
23
(XIII)
EACH LOAN CONSTITUTING A PURCHASED ASSET IN SUCH
TRANSACTION SHALL HAVE AN INTEREST RATE NOT LESS THAN: (A) WITH RESPECT TO A
FIXED-RATE LOAN, THE 10-YEAR U.S. DOLLAR INTEREST RATE SWAPS PLUS 1.75% AS OF
THE INITIAL PURCHASE DATE OF SUCH PURCHASED ASSET OR (B) WITH RESPECT TO A
FLOATING-RATE LOAN, LIBO RATE PLUS 1.75% AS OF THE INITIAL PURCHASE DATE OF SUCH
PURCHASED ASSET.
(XIV)
SATISFACTION OF ANY CONDITIONS PRECEDENT TO THE
FIRST TRANSACTION ON OR AFTER THE EFFECTIVE DATE AS SET FORTH IN CLAUSE (A) OF
THIS SECTION 10 THAT WERE NOT SATISFIED PRIOR TO SUCH FIRST PURCHASE DATE.
(XV)
WITH RESPECT TO THE LLC INTERESTS, SELLER SHALL
HAVE DIRECTED ALL PAYMENTS ON THE LLC INTEREST TO BE DEPOSITED INTO A CASH
ACCOUNT ENTITLED "CITIGROUP GLOBAL MARKETS REALTY CORP.", FOR THE BENEFIT OF
BUYER.
11.
RELEASE OF PURCHASED ASSETS
Upon timely payment in full of the Repurchase Price and all other Obligations
owing with respect to a Purchased Asset, if no Default or Event of Default has
occurred and is continuing, Buyer shall, and shall direct Custodian to, release
such Purchased Asset unless such release would give rise to or perpetuate a
Margin Deficit. Except as set forth in Sections 6 and 16, Seller shall give at
least three Business Days' prior written notice to Buyer if such repurchase
shall occur on other than a Repurchase Date set forth in Section 3(b).
If such a Margin Deficit is applicable, Buyer shall notify Seller of the amount
thereof and Seller may thereupon satisfy the Margin Call in the manner specified
in Section 6.
12.
RELIANCE
With respect to any Transaction, Buyer may conclusively