THE
AGGREGATE REPURCHASE PRICE FOR ALL PURCHASED SECURITIES AND PURCHASED LOANS, THE
APPLICABLE BUYER'S RIGHT, TITLE AND INTEREST IN SUCH PURCHASED SECURITIES AND
PURCHASED LOANS SHALL BE DEEMED TRANSFERRED TO SELLER, AND THE APPLICABLE BUYER
SHALL DELIVER SUCH PURCHASED SECURITIES AND PURCHASED LOANS TO SELLER AT THE
APPLICABLE BUYER'S EXPENSE.
(II)
IF SELLER EXERCISES THE OPTION REFERRED TO
IN SECTION 14(B)(I) HEREOF AND THE APPLICABLE BUYER FAILS TO DELIVER ANY
PURCHASED SECURITIES OR PURCHASED LOANS TO SELLER, AFTER THREE (3) BUSINESS
DAYS' NOTICE TO SUCH BUYER, SELLER MAY (A) PURCHASE SECURITIES OR LOANS, AS
APPLICABLE ("REPLACEMENT ASSETS"), THAT ARE IN AS SIMILAR AN AMOUNT AND INTEREST
RATE AS IS REASONABLY PRACTICABLE AND IN THE SAME RATING CATEGORY AS SUCH
PURCHASED SECURITIES OR THE SAME ASSET TYPE GROUPING AS SUCH PURCHASED LOANS OR
(B) IN ITS SOLE DISCRETION ELECT, IN LIEU OF PURCHASING REPLACEMENT ASSETS, TO
BE DEEMED TO HAVE PURCHASED REPLACEMENT ASSETS AT A PRICE THEREFOR EQUAL TO THE
MARKET VALUE OF SUCH PURCHASED SECURITIES OR PURCHASED LOANS AS OF SUCH DATE.
50
(III)
THE APPLICABLE BUYER SHALL BE LIABLE TO
SELLER FOR ANY EXCESS OF THE PRICE PAID (OR DEEMED PAID) BY SELLER FOR
REPLACEMENT ASSETS THEREFOR OVER THE REPURCHASE PRICE FOR THE PURCHASED
SECURITIES AND PURCHASED LOANS REPLACED THEREBY.
15.
SINGLE AGREEMENT
Each Buyer and Seller acknowledge that, and have entered hereinto and will enter
into each Transaction hereunder in consideration of and in reliance upon the
fact that, all Transactions hereunder constitute a single business and
contractual relationship and have been made in consideration of each other.
Accordingly, each of Buyer and Seller agree (i) to perform all of its
obligations in respect of each Transaction hereunder, and that a default in the
performance of any such obligations shall constitute a default by it in respect
of all Transactions hereunder, (ii) that each of them shall be entitled to set
off claims and apply property held by them in respect of any Transaction against
obligations owing to them in respect of any other Transactions hereunder and
(iii) that payments, deliveries and other transfers made by either of them in
respect of any Transaction shall be deemed to have been made in consideration of
payments, deliveries and other transfers in respect of any other Transactions
hereunder, and the obligations to make any such payments, deliveries and other
transfers may be applied against each other and netted.
16.
RECORDING OF COMMUNICATIONS
EACH OF BUYER AND SELLER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) FROM TIME
TO TIME TO MAKE OR CAUSE TO BE MADE TAPE RECORDINGS OF COMMUNICATIONS BETWEEN
ITS EMPLOYEES, IF ANY, AND THOSE OF THE OTHER PARTY WITH RESPECT TO
TRANSACTIONS; PROVIDED, HOWEVER, THAT SUCH RIGHT TO RECORD COMMUNICATIONS SHALL
BE LIMITED TO COMMUNICATIONS OF EMPLOYEES TAKING PLACE ON THE TRADING FLOOR OF
THE APPLICABLE PARTY.
EACH OF BUYER AND SELLER HEREBY CONSENTS TO THE
ADMISSIBILITY OF SUCH TAPE RECORDINGS IN ANY COURT, ARBITRATION, OR OTHER
PROCEEDINGS, AND AGREES THAT A DULY AUTHENTICATED TRANSCRIPT OF