TRANSACTION NOTICE,
TOGETHER WITH THIS AGREEMENT, SHALL CONSTITUTE CONCLUSIVE EVIDENCE OF THE TERMS
AGREED TO BETWEEN BUYER AND RELATED SELLER WITH RESPECT TO THE TRANSACTION TO
WHICH THE CONFIRMATION RELATES.
BY ENTERING IN TO A TRANSACTION WITH THE BUYER,
THE RELATED SELLER CONSENTS TO THE TERMS SET FORTH IN THE RELATED CONFIRMATION.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND A CONFIRMATION, THE
TERMS OF THE CONFIRMATION SHALL CONTROL WITH RESPECT TO THE RELATED
TRANSACTION.
(C)
PURSUANT TO THE CUSTODIAL AGREEMENT, THE CUSTODIAN SHALL REVIEW
ANY REQUIRED DOCUMENTS DELIVERED PRIOR TO 12:00 P.M. (NEW YORK CITY TIME) ON ANY
BUSINESS DAY ON THE SAME DAY.
NOT LATER THAN 5:30 P.M. (NEW YORK CITY TIME) ON
EACH BUSINESS DAY, THE CUSTODIAN SHALL DELIVER TO THE BUYER, VIA ELECTRONIC
TRANSMISSION ACCEPTABLE TO THE BUYER, THE CUSTODIAN LOAN TRANSMISSION AND AN
EXCEPTION REPORT SHOWING THE STATUS OF ALL LOANS THEN HELD BY THE
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CUSTODIAN, INCLUDING BUT NOT LIMITED TO THE WET LOANS AND DRY LOANS WHICH ARE
SUBJECT TO EXCEPTIONS, AND THE TIME THE RELATED LOAN DOCUMENTS HAVE BEEN
RELEASED PURSUANT TO SECTIONS 5(A) OR 5(B) OF THE CUSTODIAL AGREEMENT.
IN
ADDITION, THE CUSTODIAN SHALL DELIVER TO THE BUYER NO LATER THAN 5:30 P.M. (NEW
YORK CITY TIME) BY FACSIMILE TRANSMISSION ON EACH PURCHASE DATE, ONE OR MORE
TRUST RECEIPTS (AS DEFINED IN THE CUSTODIAL AGREEMENT) RELATING TO EITHER WET
LOANS OR DRY LOANS. THE ORIGINAL COPIES OF SUCH TRUST RECEIPTS SHALL BE
DELIVERED TO JPMORGAN CHASE BANK AT FOUR NEW YORK PLAZA, GROUND FLOOR,
OUTSOURCING DEPARTMENT, NEW YORK, NEW YORK 10004, ATTENTION: JENNIFER JOHN FOR
THE ACCOUNT OF GREENWICH CAPITAL MARKETS, TELEPHONE NUMBER (212) 623-5953, AS
AGENT FOR THE BUYER BY OVERNIGHT DELIVERY USING A NATIONALLY RECOGNIZED INSURED
OVERNIGHT DELIVERY SERVICE.
(D)
(I) UPON A SELLER'S REQUEST TO ENTER INTO A TRANSACTION WITH
RESPECT TO DRY LOANS PURSUANT TO SECTIONS 3(B), BUYER SHALL, ASSUMING ALL
CONDITIONS PRECEDENT SET FORTH IN THIS SECTION 3 AND IN SECTIONS 9(A) AND (B)
HAVE BEEN MET, AND PROVIDED NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
NOT LATER THAN 5:00 P.M. (NEW YORK CITY TIME) ON THE REQUESTED PURCHASE DATE
PURCHASE THE ELIGIBLE LOANS INCLUDED IN THE RELATED TRANSACTION NOTICE BY
TRANSFERRING, VIA WIRE TRANSFER (PURSUANT TO WIRE TRANSFER INSTRUCTIONS PROVIDED
BY THE SELLER ON OR PRIOR TO SUCH PURCHASE DATE), THE PURCHASE PRICE.
(ii)
Upon a Seller's request to enter into a Transaction with respect
to Wet Loans pursuant to Section 3(b), Buyer may, in its sole discretion,
assuming all conditions precedent set forth in this Section 3 and in Sections
9(a) and (b) have been met, and provided no Default shall have occurred and be
continuing, not later than 3:30 p.m. (New York City time) on the requested
Purchase Date purchase the Eligible Loans included in the related Transaction
Notice by transferring, via wire transfer (pursuant to wire transfer
instructions provided by the Seller on or prior to such Purchase Date), the
Purchase Price.
With respect to any Transaction with