THE FORM OF EXHIBIT XII (A "MARGIN DEFICIT
NOTICE") REQUIRE SELLER TO, AT SELLER'S OPTION, NO LATER THAN THREE (3) BUSINESS
DAYS FOLLOWING THE RECEIPT OF A MARGIN DEFICIT NOTICE (THE "MARGIN DEADLINE") TO
THE EXTENT SUCH MARGIN DEFICIT EQUALS OR EXCEEDS THE MINIMUM TRANSFER AMOUNT,
(I) TRANSFER TO BUYER FOR NO ADDITIONAL CONSIDERATION (BY TRANSFER TO BUYER OR
ITS DESIGNEE (INCLUDING THE CUSTODIAN) ADDITIONAL ELIGIBLE COLLATERAL, (II)
REPURCHASE SOME OR ALL OF THE PURCHASED ASSETS AT THEIR RESPECTIVE REPURCHASE
PRICES, (III) MAKE A PAYMENT (SUBJECT TO THE REQUIREMENTS WITH RESPECT TO
TERMINATION SET FORTH IN ARTICLE 3 HEREOF) IN REDUCTION OF THE PURCHASE PRICE,
OR (IV) CHOOSE ANY COMBINATION OF THE FOREGOING, SUCH THAT, AFTER GIVING EFFECT
TO SUCH TRANSFERS, REPURCHASES AND PAYMENTS, BUYER'S MARGIN AMOUNT FOR EACH
PURCHASED ASSET,
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CONSIDERED INDIVIDUALLY, SHALL BE EQUAL TO OR GREATER THAN THE REPURCHASE PRICE
FOR SUCH PURCHASED ASSET.
(B)
THE FAILURE OF BUYER, ON ANY ONE OR MORE OCCASIONS, TO EXERCISE
ITS RIGHTS HEREUNDER, SHALL NOT CHANGE OR ALTER THE TERMS AND CONDITIONS TO
WHICH THIS AGREEMENT IS SUBJECT OR LIMIT THE RIGHT OF BUYER TO DO SO AT A LATER
DATE.
SELLER AND BUYER EACH AGREE THAT A FAILURE OR DELAY BY BUYER TO EXERCISE
ITS RIGHTS HEREUNDER SHALL NOT LIMIT OR WAIVE BUYER'S RIGHTS UNDER THIS
AGREEMENT OR OTHERWISE EXISTING BY LAW OR IN ANY WAY CREATE ADDITIONAL RIGHTS
FOR SELLER.
ARTICLE 5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
(A)
THE CASH MANAGEMENT ACCOUNT SHALL BE ESTABLISHED AT THE DEPOSITORY
PURSUANT TO THE CONTROL AGREEMENT CONCURRENTLY WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT BY SELLER AND BUYER.
BUYER SHALL HAVE SOLE DOMINION AND
CONTROL OVER THE CASH MANAGEMENT ACCOUNT, WHICH SHALL BE SUBJECT TO THE CONTROL
AGREEMENT.
ALL INCOME IN RESPECT OF THE PURCHASED ASSETS AND ANY PAYMENTS MADE
TO SELLER IN RESPECT OF ASSOCIATED HEDGING TRANSACTIONS, AS WELL AS ANY INTEREST
RECEIVED FROM THE REINVESTMENT OF SUCH INCOME, SHALL BE DEPOSITED DIRECTLY INTO
THE CASH MANAGEMENT ACCOUNT AND SHALL BE REMITTED BY THE DEPOSITORY IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF ARTICLES 5(B), 5(C), 5(D), 5(E),
5(F), AND 5(G) OF THIS AGREEMENT.
(B)
WITH RESPECT TO PURCHASED ASSETS, EACH MORTGAGOR, ISSUER OF A
PARTICIPATION, SERVICER AND TRUSTEE WITH RESPECT TO THE PURCHASED ASSET OR
BORROWER UNDER A PURCHASED ASSET SHALL HAVE PREVIOUSLY RECEIVED FROM SELLER AN
IRREVOCABLE DIRECTION LETTER, INSTRUCTING, AS APPLICABLE, THE MORTGAGOR, ISSUER
OF A PARTICIPATION, SERVICER OR TRUSTEE WITH RESPECT TO THE PURCHASED ASSET OR
BORROWER TO PAY ALL AMOUNTS PAYABLE UNDER THE RELATED PURCHASED ASSET TO
SERVICER PURSUANT TO THE SERVICING AGREEMENT, FOR IMMEDIATE DEPOSIT BY SERVICER
INTO THE CASH MANAGEMENT ACCOUNT PURSUANT TO THE SERVICING AGREEMENT.
IF A
MORTGAGOR, ISSUER OF A PARTICIPATION, SERVICER OR TRUSTEE WITH RESPECT TO THE
PURCHASED ASSET OR BORROWER FORWARDS ANY INCOME WITH RESPECT TO A PURCHASED
ASSET TO SELLER OR ANY AFFILIATE OF SELLER RATHER THAN DIRECTLY TO SERVICER,
SELLER SHALL, OR SHALL CAUSE SUCH AFFILIATE TO, (I) DELIVER AN ADDITIONAL
IRREVOCABLE DIRECTION LETTER TO