SUCH REQUEST SHALL BE DEEMED TO BE BUYER'S CONSENT TO EXTEND SUCH
TERMINATION DATE.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE
TERMINATION DATE BE EXTENDED BEYOND THE FINAL MATURITY DATE.
FOR PURPOSES OF
THE PRECEDING SENTENCE, THE EXTENSION CONDITIONS SHALL BE DEEMED TO HAVE BEEN
SATISFIED IF:
(I)
SELLER SHALL HAVE GIVEN BUYER WRITTEN NOTICE, NOT LESS THAN SIXTY
(60) DAYS PRIOR BUT NO MORE THAN ONE HUNDRED AND EIGHTY (180) DAYS PRIOR TO THE
ORIGINALLY SCHEDULED TERMINATION DATE, OF SELLER'S DESIRE TO EXTEND THE
TERMINATION DATE (AND IF SELLER FAILS TO GIVE SUCH NOTICE, SELLER SHALL BE
DEEMED TO HAVE ELECTED NOT TO EXTEND THE TERMINATION DATE);
(II)
NO MATERIAL ADVERSE EFFECT, MARGIN DEFICIT, DEFAULT OR EVENT OF
DEFAULT UNDER THIS AGREEMENT SHALL HAVE OCCURRED AND BE CONTINUING AS OF THE
DATE NOTICE IS GIVEN UNDER SUBCLAUSE (I) ABOVE OR AS OF THE ORIGINALLY SCHEDULED
TERMINATION DATE AND NO "TERMINATION EVENT," "EVENT OF DEFAULT" OR "POTENTIAL
EVENT OF DEFAULT" OR ANY SIMILAR EVENT BY SELLER, HOWEVER DENOMINATED, SHALL
HAVE OCCURRED AND BE CONTINUING UNDER ANY HEDGING TRANSACTION; AND
30
(III)
ALL REPRESENTATIONS AND WARRANTIES SHALL BE TRUE, CORRECT,
COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS AS OF THE SCHEDULED REPURCHASE
DATE.
(H)
SUBJECT TO ARTICLE 9, SELLER SHALL PAY TO BUYER ON EACH REMITTANCE
DATE DURING THE TERM OF THIS AGREEMENT A NON-USAGE FEE IN AN AMOUNT EQUAL TO ONE
TWELFTH (1/12) OF FIFTEEN (15) BASIS POINTS (0.15%) MULTIPLIED BY THE AMOUNT BY
WHICH THE FACILITY AMOUNT EXCEEDS THE AGGREGATE OUTSTANDING PURCHASE PRICE OF
ALL TRANSACTIONS AS OF EACH SUCH REMITTANCE DATE.
(I)
SUBJECT TO ARTICLE 9, SELLER SHALL PAY BUYER THE EXIT FEE WITH
RESPECT TO EACH TRANSACTION ON THE EARLIER TO OCCUR OF (I) THE REPURCHASE DATE
FOR SUCH TRANSACTION, OR (II) ON THE DATE ON WHICH SUCH TRANSACTION IS
TERMINATED FOR ANY REASON PRIOR TO SUCH REPURCHASE DATE; PROVIDED, HOWEVER,
THAT:
(I)
SELLER SHALL NOT BE REQUIRED TO PAY AN EXIT FEE WITH RESPECT TO
ANY PURCHASED ASSET REPURCHASED TO CURE A MARGIN DEFICIT IN ACCORDANCE WITH
ARTICLE 4(A)(II);
(II)
SELLER SHALL NOT BE REQUIRED TO PAY AN EXIT FEE IN CONNECTION
WITH ANY PURCHASED ASSET THAT IS A CONDUIT ACCOMMODATION LOAN AND THAT IS
REFINANCED ON A LONG TERM BASIS BY BUYER OR AN AFFILIATE OF BUYER;
(III)
SELLER SHALL NOT BE OBLIGATED TO PAY EXIT FEES IN CONNECTION WITH
THE REPURCHASE OF LIKE KIND EXCHANGE ACCOMMODATION LOANS IN EXCESS OF $210,000
IN THE AGGREGATE IN ANY 364 DAY PERIOD, THE FIRST SUCH 364-DAY PERIOD TO BEGIN
ON THE CLOSING DATE.
(J)
IF PRIOR TO THE FIRST DAY OF ANY PRICING RATE PERIOD WITH RESPECT
TO ANY TRANSACTION, (I) BUYER SHALL HAVE DETERMINED IN THE EXERCISE OF ITS
REASONABLE BUSINESS JUDGMENT (WHICH DETERMINATION SHALL BE CONCLUSIVE AND
BINDING UPON SELLER ABSENT MANIFEST ERROR) THAT, BY REASON OF CIRCUMSTANCES
AFFECTING THE RELEVANT MARKET, ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR
ASCERTAINING THE LIBO RATE FOR SUCH PRICING RATE PERIOD, OR (II) THE LIBO