TO THE PURCHASED ASSETS.
AS SUCH, EACH SELLER
EXPRESSLY ACKNOWLEDGES THAT THE PURCHASED ASSETS ARE SOLD TO BUYER ON A
"SERVICING RELEASED" BASIS WITH SUCH SERVICING RETAINED BY THE SERVICER."
(S)
SCHEDULE I TO THE EXISTING REPURCHASE
AGREEMENT IS HEREBY MODIFIED BY DELETING SUCH SCHEDULE I IN ITS ENTIRETY.
SECTION 2.
OTHER AGREEMENTS.
(A)
THE SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT ANY REFERENCES TO
THE FACILITY AMOUNT OR A MAXIMUM AVAILABLE AMOUNT ARE HEREBY DELETED IN THEIR
ENTIRETY AND SHALL HAVE NO FURTHER FORCE OR EFFECT; PROVIDED, HOWEVER, THAT THE
EXISTING REPURCHASE AGREEMENT (AS MODIFIED BY THIS AMENDMENT) SHALL CONTINUE TO
BE AN UNCOMMITTED REPURCHASE FACILITY AND THAT BUYER SHALL ENTER INTO ANY
FURTHER TRANSACTIONS IN ITS SOLE AND ABSOLUTE DISCRETION.
(B)
EACH TRANSACTION AND ALL NEW TRANSACTIONS SHALL BE SUBJECT TO AND
GOVERNED BY THE TERMS OF THE RELATED CONFIRMATION (INCLUDING, BUT NOT LIMITED
TO, THE APPLICABLE SPREAD AND PRICING RATE CONTAINED THEREIN) WHICH TERMS SHALL
NOT BE AMENDED WITHOUT THE PRIOR WRITTEN CONSENT OF THE SELLER AND BUYER.
(C)
BUYER SHALL CONTINUE TO BE ENTITLED TO MAKE A DETERMINATION, IN THE
EXERCISE OF ITS SOLE DISCRETION, THAT, IN THE CASE OF ANY NEW TRANSACTION, IT
SHALL OR SHALL NOT PURCHASE ANY OR ALL OF THE ASSETS PROPOSED TO BE SOLD TO
BUYER BY SELLER.
IF BUYER MAKES SUCH A DETERMINATION TO PURCHASE ONE OR MORE
ASSETS PROPOSED TO BE SOLD BY SELLER, IN NO EVENT SHALL, BOTH IMMEDIATELY PRIOR
TO THE REQUESTED TRANSACTION AND ALSO AFTER GIVING EFFECT THERETO, THE AGGREGATE
REPURCHASE PRICE FOR ALL PURCHASED ASSETS SUBJECT TO TRANSACTIONS THEN
OUTSTANDING EXCEED $150,000,000.
5
SECTION 3.
CONDITIONS PRECEDENT.
THIS AMENDMENT AND
ITS PROVISIONS SHALL BECOME EFFECTIVE ON THE DATE ON WHICH THE BUYER SHALL HAVE
RECEIVED THIS AMENDMENT, EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF
EACH SELLER AND THE BUYER (THE "AMENDMENT EFFECTIVE DATE").
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
SELLER
HEREBY REPRESENTS AND WARRANTS TO THE BUYER, AS OF THE DATE HEREOF AND AS OF THE
AMENDMENT EFFECTIVE DATE, THAT (I) THE SELLER IS IN COMPLIANCE WITH ALL OF THE
TERMS AND PROVISIONS SET FORTH IN THE EXISTING REPURCHASE AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS ON ITS PART TO BE OBSERVED OR PERFORMED, (II) NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING, (III) THE SELLER HAS
NO, AND HEREBY WAIVES ALL, DEFENSES, RIGHTS OF SETOFF, CLAIMS, COUNTERCLAIMS OR
CAUSES OF ACTION OF ANY KIND OR DESCRIPTION AGAINST THE BUYER ARISING UNDER OR
IN RESPECT OF THE EXISTING REPURCHASE AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT AND (IV) THE BUYER IS IN FULL COMPLIANCE WITH ITS UNDERTAKINGS AND
OBLIGATIONS UNDER THE EXISTING REPURCHASE AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS.
SELLER HEREBY CONFIRMS AND REAFFIRMS THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE EXISTING REPURCHASE AGREEMENT AND ALL OF THE OTHER
TRANSACTION DOCUMENTS.
SECTION 5.
LIMITED EFFECT.
EXCEPT AS EXPRESSLY
AMENDED AND MODIFIED BY THIS AMENDMENT, THE EXISTING REPURCHASE AGREEMENT AND
EACH OF THE OTHER TRANSACTION DOCUMENTS SHALL CONTINUE TO BE, AND SHALL REMAIN,