OF THE ASSETS PROPOSED TO BE SOLD TO SUCH BUYER
BY SELLER.
NOTWITHSTANDING THE FOREGOING, SELLER SHALL NOT INITIATE, AND
SECURITIES BUYER SHALL NOT HAVE ANY OBLIGATION TO ENTER INTO, ANY TRANSACTION
WITH RESPECT TO ELIGIBLE SECURITIES RATED BELOW INVESTMENT GRADE BY ANY RATING
AGENCY, IF THE AGGREGATE OUTSTANDING REPURCHASE PRICE OF ALL PURCHASED
SECURITIES RATED BELOW INVESTMENT GRADE WOULD EXCEED 20% OF THE FACILITY AMOUNT.
(B)
UPON AGREEING TO ENTER INTO A TRANSACTION HEREUNDER, PROVIDED EACH
OF THE TRANSACTION CONDITIONS PRECEDENT (AS HEREINAFTER DEFINED) SHALL HAVE BEEN
SATISFIED (OR WAIVED BY THE APPLICABLE BUYER), SELLER SHALL PROMPTLY DELIVER TO
THE APPLICABLE BUYER A WRITTEN CONFIRMATION IN THE FORM OF EXHIBIT I ATTACHED
HERETO OF EACH TRANSACTION OR SUCH OTHER FORM AS MAY BE PROVIDED BY BUYERS FROM
TIME TO TIME (A "CONFIRMATION").
SUCH CONFIRMATION SHALL DESCRIBE THE PURCHASED
SECURITIES (INCLUDING CUSIP NUMBER, IF ANY) AND/OR PURCHASED LOANS, SHALL
IDENTIFY THE APPLICABLE BUYER AND SELLER, AND SHALL SET FORTH:
(I)
THE PURCHASE DATE,
(II)
THE PURCHASE PRICE FOR SUCH PURCHASED
SECURITIES AND/OR PURCHASED LOANS,
(III)
THE REPURCHASE DATE,
(IV)
THE PRICING RATE APPLICABLE TO THE TRANSACTION
(INCLUDING THE APPLICABLE SPREAD) AND
(V)
ANY ADDITIONAL TERMS OR CONDITIONS NOT
INCONSISTENT WITH THIS AGREEMENT.
With respect to any Transaction, the Pricing Rate shall be determined initially
on the Pricing Rate Determination Date applicable to the first Pricing Rate
Period for such Transaction, and shall be reset on each Reset Date for the next
succeeding Pricing Rate Period for such Transaction. The applicable Buyer or its
agent shall determine in accordance with the terms of this Agreement the Pricing
Rate on each Pricing Rate Determination Date for the related Pricing Rate Period
and notify Seller of such rate for such period on the Reset Date.
For purposes
of this Section 3(b), the "Transaction Conditions Precedent" shall be deemed to
have been satisfied with respect to any proposed Transaction if:
(A)
NO DEFAULT OR EVENT OF DEFAULT (IN EACH CASE,
OTHER THAN WITH RESPECT TO A BUYER) UNDER THIS AGREEMENT SHALL HAVE OCCURRED AND
BE CONTINUING AS OF THE PURCHASE DATE FOR SUCH PROPOSED TRANSACTION;
20
(B)
SELLER SHALL HAVE DEMONSTRATED TO THE
REASONABLE SATISFACTION OF THE APPLICABLE BUYER IN WRITING THE ACQUISITION COST
OF SUCH PURCHASED ASSET (INCLUDING THEREIN REASONABLE SUPPORTING DOCUMENTATION
REQUIRED BY THE APPLICABLE BUYER, IF ANY);
(C)
THE REPRESENTATIONS AND WARRANTIES MADE BY
SELLER IN ANY OF THE TRANSACTION DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE PURCHASE DATE FOR SUCH TRANSACTION (EXCEPT TO THE
EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE MADE AS OF A PARTICULAR DATE);
(D)
THE APPLICABLE BUYER SHALL HAVE (A)
DETERMINED, IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECTION 3(A) OF THIS
AGREEMENT, THAT THE ASSETS PROPOSED TO BE SOLD TO THE APPLICABLE BUYER BY SELLER
IN SUCH TRANSACTION ARE ELIGIBLE SECURITIES AND/OR ELIGIBLE LOANS AND (B)
APPROVED THE INCLUSION OF SUCH ELIGIBLE LOAN AS A PURCHASED LOAN IN A
TRANSACTION;
(E)
SELLER AND BUYER SHALL HAVE EXECUTED THE
RELATED