SUBJECT TO
TRANSACTIONS THEN OUTSTANDING, AFTER GIVING EFFECT TO ANY SUCH REPURCHASE, SHALL
NOT EXCEED THE AGGREGATE ASSET VALUE OF ALL REMAINING PURCHASED ASSETS SUBJECT
TO TRANSACTIONS THEN OUTSTANDING; PROVIDED, HOWEVER, THAT THE SELLER MAY DEPOSIT
IN A CASH COLLATERAL ACCOUNT OPENED WITH THE AGENT AN AMOUNT (IN U.S. DOLLARS)
EQUAL TO THE AMOUNT NECESSARY TO REDUCE THE LETTER OF CREDIT LIABILITY SUCH THAT
THE FOREGOING CLAUSE (II) IS SATISFIED.
IF THE SELLER INTENDS TO MAKE ANY SUCH
REPURCHASE, THE SELLER SHALL GIVE ONE (1) BUSINESS DAY'S PRIOR WRITTEN NOTICE
THEREOF TO THE AGENT, WHICH NOTICE SHALL SPECIFICALLY IDENTIFY ANY PURCHASED
ASSETS TO BE REPURCHASED IN WHOLE.
THE REPURCHASE PRICE SPECIFIED IN ANY SUCH
NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN, AND, UPON PAYMENT
THEREOF, SUCH AMOUNT SHALL BE APPLIED (I) WITH RESPECT TO PURCHASED ASSETS BEING
REPURCHASED IN WHOLE, SUBJECT TO SECTION 3.04(C), TO THE REPURCHASE PRICE OF THE
PURCHASED ASSETS IDENTIFIED BY THE SELLER AND (II) WITH RESPECT TO REPURCHASES
MADE IN PART, PRO RATA TO THE REPURCHASE PRICE OF ALL PURCHASED ASSETS.
(B)
MANDATORY REPURCHASES.
(I)
IN THE EVENT THAT THE TERMINATION DATE (AS SPECIFIED IN CLAUSE (I) OF
THE DEFINITION THEREOF, THE "ORIGINAL TERMINATION DATE") IS EXTENDED IN
ACCORDANCE WITH SECTION 3.05(A), IN ADDITION TO ANY OTHER AMOUNTS DUE AND
PAYABLE AT ANY TIME PURSUANT TO THIS AGREEMENT OR ANY OTHER REPURCHASE DOCUMENT,
THE SELLERS SHALL MAKE EQUAL QUARTERLY PAYMENTS, BEGINNING ON THE DATE OCCURRING
THREE (3) CALENDAR MONTHS AFTER THE ORIGINAL TERMINATION DATE (OR IF SUCH DATE
IS NOT A BUSINESS DAY, ON THE IMMEDIATELY PRECEDING BUSINESS DAY), IN A TOTAL
AMOUNT EQUAL TO THE AGGREGATE REPURCHASE PRICE OUTSTANDING AS OF THE ORIGINAL
TERMINATION DATE, UNLESS THE AGGREGATE REPURCHASE PRICE IS PAID IN FULL PRIOR TO
SUCH QUARTERLY PAYMENTS BEING DUE.
(II)
IN THE EVENT THAT THE WEIGHTED AVERAGE PURCHASE RATE OF ALL MORTGAGE
ASSETS EXCEEDS 85.0%, THE SELLERS SHALL REPURCHASE SUCH MORTGAGE ASSETS AS THE
AGENT SHALL HAVE DETERMINED ARE NECESSARY SO THAT THE WEIGHTED AVERAGE PURCHASE
RATE OF ALL MORTGAGE ASSETS DOES NOT EXCEED 85.0%; PROVIDED, HOWEVER, THAT, SO
LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, IF THE SELLER SPECIFICALLY
NOTIFIES THE AGENT IN WRITING
42
PRIOR TO THE AGENT PURCHASING A PARTICULAR MORTGAGE ASSET THAT PURCHASING SUCH
MORTGAGE ASSET WILL CAUSE THE WEIGHTED AVERAGE PURCHASE RATE TO EXCEED 85.0% AND
THE AGENT APPROVES AND PURCHASES SUCH MORTGAGE ASSET, SELLERS SHALL NOT BE
REQUIRED TO REPURCHASE ANY MORTGAGE ASSETS BASED SOLELY ON THE INCREASED
WEIGHTED AVERAGE PURCHASE RATE CAUSED BY THE PURCHASE OF SUCH MORTGAGE ASSET.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SUBSECTION SHALL IN ANY WAY
IMPAIR THE AGENT'S ABILITY TO ISSUE A MARGIN DEFICIT NOTICE AND REQUIRE
SATISFACTION OF ANY MARGIN DEFICIT IN THE MANNER AND WITHIN THE TIME FRAMES AS
PROVIDED IN THIS AGREEMENT.
(III)
IN THE EVENT THAT THE WEIGHTED AVERAGE LTV OF ALL MORTGAGE ASSETS
EXCEEDS 80.0%, THE SELLERS SHALL PAY A PORTION OF THE REPURCHASE PRICE OF
PURCHASED ASSETS