MAKE SUCH A REPURCHASE,
THE SELLERS SHALL GIVE PRIOR WRITTEN NOTICE THEREOF BY 10:00 A.M. ON THE SAME
BUSINESS DAY TO THE BUYER, DESIGNATING THE PURCHASED MORTGAGE LOANS TO BE
REPURCHASED.
IF SUCH NOTICE IS GIVEN, THE AMOUNT SPECIFIED IN SUCH NOTICE SHALL
BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN, AND, ON RECEIPT, SUCH AMOUNT
SHALL BE APPLIED TO THE REPURCHASE PRICE FOR THE DESIGNATED PURCHASED MORTGAGE
LOANS.
(II)
ON THE REPURCHASE DATE, TERMINATION OF THE
TRANSACTION WILL BE EFFECTED BY REASSIGNMENT TO A SELLER OR ITS DESIGNEE OF THE
PURCHASED MORTGAGE LOANS (AND ANY INCOME IN RESPECT THEREOF RECEIVED BY BUYER
NOT PREVIOUSLY CREDITED OR TRANSFERRED TO, OR APPLIED TO THE OBLIGATIONS OF, THE
SELLERS PURSUANT TO SECTION 5) AGAINST THE SIMULTANEOUS TRANSFER OF THE
REPURCHASE PRICE TO AN ACCOUNT OF BUYER.
THE SELLERS ARE OBLIGATED TO
27
OBTAIN THE MORTGAGE FILES FROM BUYER OR ITS DESIGNEE AT THE SELLERS' EXPENSE ON
THE REPURCHASE DATE.
SECTION 4.
MARGIN AMOUNT MAINTENANCE
(A)
THE BUYER SHALL DETERMINE THE ASSET VALUE
OF THE PURCHASED MORTGAGE LOANS ON A WEEKLY BASIS, OR AT SUCH INTERVALS AS
DETERMINED BY THE BUYER IN ITS SOLE GOOD FAITH DISCRETION.
(B)
IF AT ANY TIME THE AGGREGATE ASSET VALUE OF
ALL RELATED PURCHASED MORTGAGE LOANS SUBJECT TO ALL TRANSACTIONS IS LESS THAN
THE AGGREGATE REPURCHASE PRICE FOR ALL SUCH TRANSACTIONS (A "MARGIN DEFICIT"),
THEN BUYER MAY BY NOTICE TO THE SELLERS (AS SUCH NOTICE IS MORE PARTICULARLY SET
FORTH BELOW, A "MARGIN CALL"), REQUIRE THE SELLERS TO TRANSFER TO BUYER OR ITS
DESIGNEE CASH OR ELIGIBLE MORTGAGE LOANS APPROVED BY THE BUYER IN ITS SOLE GOOD
FAITH DISCRETION ("ADDITIONAL PURCHASED MORTGAGE LOANS") SO THAT THE AGGREGATE
ASSET VALUE OF THE PURCHASED MORTGAGE LOANS, INCLUDING ANY SUCH CASH OR
ADDITIONAL PURCHASED MORTGAGE LOANS OR CASH, WILL THEREUPON EQUAL OR EXCEED THE
AGGREGATE REPURCHASE PRICE FOR ALL TRANSACTIONS. IF BUYER DELIVERS A MARGIN CALL
TO THE SELLERS ON OR PRIOR TO 5 P.M. (NEW YORK CITY TIME) ON ANY BUSINESS DAY,
THEN THE SELLERS SHALL TRANSFER CASH OR ADDITIONAL PURCHASED MORTGAGE LOANS TO
BUYER NO LATER THAN 5 P.M. (NEW YORK CITY TIME) ON THE SUBSEQUENT BUSINESS DAY.
(C)
BUYER'S ELECTION, IN ITS SOLE AND ABSOLUTE
DISCRETION, NOT TO MAKE A MARGIN CALL AT ANY TIME THERE IS A MARGIN DEFICIT
SHALL NOT IN ANY WAY LIMIT OR IMPAIR ITS RIGHT TO MAKE A MARGIN CALL AT ANY TIME
A MARGIN DEFICIT EXISTS.
(D)
ANY CASH TRANSFERRED TO THE BUYER PURSUANT
TO SECTION 4(B) ABOVE SHALL BE CREDITED TO THE REPURCHASE PRICE OF THE RELATED
TRANSACTIONS.
SECTION 5.
INCOME PAYMENTS
(A)
NOTWITHSTANDING THAT BUYER AND THE SELLERS
INTEND THAT THE TRANSACTIONS HEREUNDER BE SALES TO BUYER OF THE PURCHASED
MORTGAGE LOANS, THE SELLERS SHALL PAY TO BUYER THE ACCRETED VALUE OF THE PRICE
DIFFERENTIAL (LESS ANY AMOUNT OF SUCH PRICE DIFFERENTIAL PREVIOUSLY PAID BY THE
SELLERS TO BUYER) PLUS THE AMOUNT OF ANY UNPAID MARGIN DEFICIT (EACH SUCH
PAYMENT, A "PERIODIC ADVANCE REPURCHASE PAYMENT") ON EACH