UNLESS
SPECIFIC OBJECTION IS MADE BY SELLER NO MORE THAN TEN (10) BUSINESS DAYS AFTER
SUCH CONFIRMATION IS RECEIVED BY SELLER.
IN THE EVENT OF ANY CONFLICT BETWEEN
THE TERMS OF SUCH CONFIRMATION AND THE TERMS OF THIS AGREEMENT, THIS AGREEMENT
SHALL PREVAIL.
AN OBJECTION WITH RESPECT TO ANY CONFIRMATION MUST STATE
SPECIFICALLY THAT THE WRITING IS AN OBJECTION, MUST SPECIFY THE PROVISION(S) OF
SUCH CONFIRMATION BEING OBJECTED TO BY SELLER, MUST SET FORTH SUCH PROVISION(S)
IN THE MANNER THAT SELLER 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.
(F)
SELLER SHALL BE ENTITLED TO TERMINATE A TRANSACTION ON DEMAND AND
REPURCHASE THE PURCHASED ASSET SUBJECT TO A TRANSACTION ON ANY BUSINESS DAY
PRIOR TO THE REPURCHASE DATE (AN "EARLY REPURCHASE DATE"); PROVIDED, HOWEVER,
THAT:
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(I)
SELLER NOTIFIES BUYER IN WRITING OF ITS INTENT TO TERMINATE SUCH
TRANSACTION AND REPURCHASE SUCH PURCHASED ASSET NO LATER THAN FIVE (5) BUSINESS
DAYS PRIOR TO SUCH EARLY REPURCHASE DATE,
(II)
ON SUCH EARLY REPURCHASE DATE, SELLER PAYS TO BUYER AN AMOUNT
EQUAL TO THE SUM OF THE REPURCHASE PRICE FOR THE APPLICABLE PURCHASED ASSET, THE
EXIT FEE, IF ANY, AND ANY OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ARTICLE 3(I) OF THIS AGREEMENT) WITH RESPECT TO SUCH
PURCHASED ASSET AGAINST TRANSFER TO SELLER OR ITS AGENT OF SUCH PURCHASED ASSETS
AND ANY RELATED HEDGING TRANSACTIONS;
(III)
ON SUCH EARLY REPURCHASE DATE, IF A MARGIN DEFICIT HAS OCCURRED
AND IS CONTINUING, IN ADDITION TO THE AMOUNTS SET FORTH IN SUBCLAUSE (III)
ABOVE, SELLER PAYS TO BUYER, ON ACCOUNT OF A PURCHASED ASSET THEN SUBJECT TO A
TRANSACTION, AN AMOUNT SUFFICIENT TO REDUCE THE PURCHASE PRICE FOR SUCH
PURCHASED ASSET TO AN AMOUNT EQUAL TO THE TARGET PRICE FOR SUCH PURCHASED ASSET.
Such notice shall set forth the Early Repurchase Date and shall identify with
particularity the Purchased Asset to be repurchased on such Early Repurchase
Date.
(G)
ON THE TERMINATION DATE FOR ANY TRANSACTION, TERMINATION OF THE
TRANSACTION WILL BE EFFECTED BY TRANSFER TO SELLER OR ITS AGENT OF THE PURCHASED
ASSETS BEING REPURCHASED (IN THE CASE OF ANY PURCHASED ASSET HAVING A CUSIP
NUMBER, THE SAME CUSIP NUMBER, AND OTHERWISE, THE IDENTICAL ASSET) 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 ARTICLE 5
OF THIS AGREEMENT) AGAINST THE SIMULTANEOUS TRANSFER OF THE REPURCHASE PRICE TO
AN ACCOUNT OF BUYER.
NOTWITHSTANDING THE FOREGOING, PROVIDED THAT ALL OF THE
EXTENSION CONDITIONS LISTED IN CLAUSES (I) THROUGH (IV) OF THIS ARTICLE 3(G)
(COLLECTIVELY, THE "EXTENSION CONDITIONS") SHALL HAVE BEEN SATISFIED, SELLER MAY
REQUEST TO EXTEND SUCH TERMINATION DATE BY NO MORE THAN 364 DAYS FROM THE DATE
OF SUCH EXTENSION REQUEST BY GIVING WRITTEN NOTICE TO BUYER OF SUCH REQUEST.
ANY FAILURE BY BUYER TO DELIVER TO SELLER AN OBJECTION IN WRITING WITHIN THIRTY
(30) DAYS OF