OF COUNSEL SUBSTANTIALLY IN THE FORM OF EXHIBIT F AND IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO BUYER AND ITS COUNSEL BY NOVEMBER 29, 2009;
OR
49
(B)
IF AN EVENT OF DEFAULT OCCURS AND IS
CONTINUING, THEN, BUYER MAY, AT ITS OPTION BY WRITTEN NOTICE TO SELLER
(I) DECLARE THE REPURCHASE DATE FOR EACH OUTSTANDING TRANSACTION HEREUNDER, IF
IT HAS NOT ALREADY OCCURRED, TO BE DEEMED IMMEDIATELY TO OCCUR (EXCEPT THAT, IN
THE EVENT THAT THE PURCHASE DATE FOR ANY TRANSACTION HAS NOT YET OCCURRED AS OF
THE DATE OF SUCH EXERCISE, SUCH TRANSACTION SHALL BE DEEMED IMMEDIATELY
CANCELED), (II) TERMINATE AND REPLACE SELLER AS INTERIM SERVICER WITH RESPECT TO
ANY MORTGAGE ASSETS AT THE COST AND EXPENSE OF SELLER, (III) DIRECT SELLER TO
CAUSE ALL INCOME TO BE TRANSFERRED INTO AN ACCOUNT SPECIFIED BY THE BUYER WITHIN
ONE (1) BUSINESS DAY AFTER RECEIPT BY SELLER OR ANY SUBSERVICER, (IV) DIRECT OR
CAUSE SELLER TO DIRECT, ALL MORTGAGORS TO REMIT ALL INCOME DIRECTLY TO AN
ACCOUNT SPECIFIED BY BUYER AND (V) TERMINATE ANY COMMITMENT OF BUYER TO PURCHASE
MORTGAGE LOANS UNDER THIS AGREEMENT.
(C)
IF BUYER HAS EXERCISED THE OPTION REFERRED
TO IN PARAGRAPH 12(B)(I), THEN (I) SELLER'S OBLIGATIONS HEREUNDER TO REPURCHASE
ALL PURCHASED MORTGAGE LOANS IN SUCH TRANSACTIONS ON THE REPURCHASE DATE
DETERMINED IN ACCORDANCE WITH PARAGRAPH 12(B)(I) SHALL THEREUPON BECOME
IMMEDIATELY DUE AND PAYABLE, (II) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
REPURCHASE PRICE WITH RESPECT TO EACH SUCH TRANSACTION SHALL BE INCREASED BY THE
AGGREGATE AMOUNT OBTAINED BY DAILY APPLICATION OF (X) THE GREATER OF (I) THE
PRICING RATE FOR SUCH TRANSACTION AND (II) 2.0% PLUS THE PRIME RATE TO (Y) THE
REPURCHASE PRICE FOR SUCH TRANSACTION AS OF THE REPURCHASE DATE AS DETERMINED
PURSUANT TO PARAGRAPH 12(B)(I) (DECREASED AS OF ANY DAY BY (A) ANY AMOUNTS
RETAINED BY BUYER WITH RESPECT TO SUCH REPURCHASE PRICE PURSUANT TO
CLAUSE (III) OR CLAUSE (IV) OF THIS PARAGRAPH AND (B) ANY PROCEEDS FROM THE SALE
OF PURCHASED MORTGAGE LOANS PURSUANT TO PARAGRAPH 12(D), ON A 360 DAY PER YEAR
BASIS FOR THE ACTUAL NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE
DATE OF THE EVENT OF DEFAULT GIVING RISE TO SUCH OPTION TO BUT EXCLUDING THE
DATE OF PAYMENT OF THE REPURCHASE PRICE AS SO INCREASED, (III) ALL INCOME PAID
AFTER SUCH EXERCISE OR DEEMED EXERCISE SHALL BE PAYABLE TO AND RETAINED BY BUYER
AND SHALL BE APPLIED TO THE AGGREGATE UNPAID REPURCHASE PRICES AND ALL OTHER
AMOUNTS OWED BY SELLER TO BUYER OR ANY OTHER INDEMNIFIED PARTY UNDER THE
TRANSACTION DOCUMENTS, (IV) IN ACCORDANCE WITH PARAGRAPHS 4 AND 5, ALL AMOUNTS
ON DEPOSIT IN THE ACCOUNTS, SHALL BE APPLIED BY BUYER TO THE AGGREGATE UNPAID
REPURCHASE PRICES AND ALL OTHER AMOUNTS OWED BY SELLER TO BUYER OR ANY OTHER
INDEMNIFIED PARTY UNDER THE TRANSACTION DOCUMENTS, (V) SELLER SHALL, IF DIRECTED
BY BUYER IN WRITING, IMMEDIATELY DELIVER TO BUYER ANY DOCUMENTS THEN IN SELLER'S
POSSESSION RELATING TO ANY PURCHASED MORTGAGE LOANS SUBJECT TO SUCH