BELIEVES SUCH PROVISIONS SHOULD BE
STATED, AND MUST BE RECEIVED BY BUYER NO MORE THAN THREE (3) BUSINESS DAYS AFTER
SUCH CONFIRMATION IS RECEIVED BY SELLER.
(D)
NO TRANSACTION SHALL BE TERMINABLE ON DEMAND BY BUYER (OTHER THAN
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT BY
SELLER).
SELLER SHALL BE ENTITLED TO TERMINATE A TRANSACTION ON DEMAND AND
REPURCHASE ALL OF THE PURCHASED SECURITIES SUBJECT TO A TRANSACTION (OR IN THE
CASE OF THE TRANSACTION WITH RESPECT TO THE ELIGIBLE CRIIMI SECURITIES, THE
CLASS B CERTIFICATE AND/OR THE CLASS E SECURITIES) ON ANY BUSINESS DAY PRIOR TO
THE REPURCHASE DATE (AN "EARLY REPURCHASE DATE"); PROVIDED, HOWEVER, THAT:
(I)
SELLER REPURCHASES ON SUCH EARLY REPURCHASE DATE, ALL OF THE
PURCHASED SECURITIES SUBJECT TO SUCH TRANSACTION,
(II)
SELLER NOTIFIES BUYER IN WRITING OF ITS INTENT TO TERMINATE SUCH
TRANSACTION AND REPURCHASE SUCH PURCHASED SECURITIES NO LATER THAN FIVE (5)
BUSINESS DAYS PRIOR TO SUCH EARLY REPURCHASE DATE,
(III)
ON SUCH EARLY REPURCHASE DATE SELLER PAYS TO BUYER AN AMOUNT
EQUAL TO THE SUM OF THE REPURCHASE PRICE FOR SUCH TRANSACTION, THE EXIT FEE, IF
ANY, AND ANY OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, SECTION 3(I) OF THIS AGREEMENT) WITH RESPECT TO SUCH TRANSACTION
AGAINST TRANSFER TO THE SELLER OR ITS AGENT OF SUCH PURCHASED SECURITIES, AND
(IV)
IN THE EVENT THE TRANSACTION BEING TERMINATED ON DEMAND RELATES TO
THE ELIGIBLE GNMA SECURITIES, THEN ON SUCH EARLY REPURCHASE DATE, IN ADDITION TO
THE AMOUNTS SET FORTH IN SUBCLAUSE (III) ABOVE, SELLER PAYS TO BUYER, ON ACCOUNT
OF EACH PURCHASED SECURITY THAT IS AN ELIGIBLE CRIIMI
11
SECURITY, AN AMOUNT SUFFICIENT TO ELIMINATE ANY MARGIN DEFICIT OR CF SWEEP
EVENT.
Such notice shall set forth the Early Repurchase Date and shall identify with
particularity the Purchased Securities to be repurchased on such Early
Repurchase Date.
(E)
ON THE REPURCHASE DATE, TERMINATION OF THE TRANSACTIONS WILL BE
EFFECTED BY TRANSFER TO SELLER OR ITS AGENT OF THE PURCHASED SECURITIES AND ANY
INCOME IN RESPECT THEREOF RECEIVED BY BUYER (AND NOT PREVIOUSLY CREDITED OR
TRANSFERRED TO, OR APPLIED TO THE OBLIGATIONS OF, SELLER PURSUANT TO SECTION 5
OF THIS AGREEMENT) AGAINST THE SIMULTANEOUS TRANSFER OF THE REPURCHASE PRICE TO
AN ACCOUNT OF BUYER.
NOTWITHSTANDING THE FOREGOING, PROVIDED ALL OF THE
EXTENSION CONDITIONS (AS HEREINAFTER DEFINED) SHALL HAVE BEEN SATISFIED, THE
REPURCHASE DATE SHALL BE EXTENDED WITH RESPECT TO ALL OF THE TRANSACTIONS UNTIL
THE FIRST (1ST) ANNIVERSARY OF THE ORIGINALLY SCHEDULED REPURCHASE DATE (ALL OF
THE OTHER TERMS AND CONDITIONS OF SUCH TRANSACTIONS REMAINING THE SAME).
FOR
PURPOSES OF THE PRECEDING SENTENCE, THE "EXTENSION CONDITIONS" SHALL BE DEEMED
TO HAVE BEEN SATISFIED IF:
(I)
SELLER SHALL HAVE GIVEN BUYER WRITTEN NOTICE, NOT LESS THAN
THIRTY (30) DAYS PRIOR TO THE ORIGINALLY SCHEDULED REPURCHASE DATE, OF SELLER'S
DESIRE TO EXTEND THE REPURCHASE DATE,
(II)
NO DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT SHALL HAVE
OCCURRED AND BE CONTINUING AS OF THE ORIGINALLY SCHEDULED REPURCHASE DATE, AND
(III)