COMPLETE ITS DUE DILIGENCE REVIEW AND FINANCIAL
MODELING WITH RESPECT TO THE ASSETS PROPOSED TO BE SOLD TO BUYER BY SELLER.
BUYER SHALL BE ENTITLED TO MAKE A DETERMINATION, IN THE EXERCISE OF ITS SOLE
DISCRETION, THAT IT SHALL NOT PURCHASE ANY OR ALL OF THE ASSETS PROPOSED TO BE
SOLD TO BUYER BY SELLER, SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH
EXHIBIT IX ATTACHED HERETO. ON THE PURCHASE DATE FOR THE TRANSACTION WHICH SHALL
BE NOT LESS THAN ONE (1) BUSINESS DAY FOLLOWING THE APPROVAL OF AN ELIGIBLE LOAN
BY BUYER IN ACCORDANCE WITH EXHIBIT IX HERETO, THE PURCHASED LOANS SHALL BE
TRANSFERRED TO BUYER OR ITS AGENT AGAINST THE TRANSFER OF THE PURCHASE PRICE IN
IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED BY SELLER. TO THE EXTENT
BUYER ENTERS INTO A TRANSACTION WITH SELLER WITH RESPECT TO A PURCHASED LOAN
WHICH IS AN ELIGIBLE LOAN OF THE TYPE DESCRIBED IN CLAUSE (IV) OF THE DEFINITION
THEREOF (I.E., SUCH ELIGIBLE LOAN DOES NOT SATISFY THE CHARACTERISTICS DESCRIBED
IN CLAUSES (I)-(III) OF THE DEFINITION THEREOF), THEN SUCH LOAN SHALL BE DEEMED
TO BE AN ELIGIBLE LOAN FOR ALL PURPOSES OF THIS AGREEMENT.
(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 BUYER), BUYER SHALL PROMPTLY DELIVER TO SELLER A WRITTEN
CONFIRMATION SUBSTANTIALLY IN THE FORM OF EXHIBIT I ATTACHED HERETO OF EACH
TRANSACTION (A "CONFIRMATION"). IN THE ABSENCE OF EXECUTION
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AND DELIVERY BY BUYER OF A CONFIRMATION FOR A PROPOSED TRANSACTION, BUYER SHALL
UNDER NO CIRCUMSTANCE BE DEEMED TO HAVE AGREED TO ENTER INTO SUCH TRANSACTION.
SUCH CONFIRMATION SHALL DESCRIBE THE PURCHASED LOAN(S) (AND, IN THIS CONNECTION,
SHALL SET FORTH (A) THE NAME OF THE BORROWER WITH RESPECT TO THE RELATED
PURCHASED LOAN, (B) A DESCRIPTION (INCLUDING THE DATE) OF THE LOAN AGREEMENT OR
OTHER DOCUMENT, AGREEMENT OR INSTRUMENT PURSUANT TO WHICH THE RELATED PURCHASED
LOAN IS MADE OR GOVERNED, AND (C) THE INITIAL OR THEN OUTSTANDING PRINCIPAL
AMOUNT OF THE RELATED PURCHASED LOAN) WHICH SHALL BE THE SUBJECT OF THE PROPOSED
TRANSACTION, SHALL IDENTIFY BUYER AND SELLER, AND SHALL SET FORTH (I) THE
PURCHASE DATE, (II) THE PURCHASE PRICE FOR SUCH PURCHASED LOAN(S), (III) THE
REPURCHASE DATE, (IV) THE PRICING RATE APPLICABLE TO THE TRANSACTION AND (V) ANY
ADDITIONAL TERMS OR CONDITIONS NOT INCONSISTENT WITH THIS AGREEMENT. EACH
CONFIRMATION SHALL BE DEEMED INCORPORATED HEREIN BY REFERENCE WITH THE SAME
EFFECT AS IF SET FORTH HEREIN AT LENGTH. 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. BUYER OR ITS AGENT SHALL DETERMINE, IN ACCORDANCE WITH THE TERMS OF
THE SIDE LETTER, THE PRICING RATE ON EACH PRICING RATE DETERMINATION DATE FOR
THE RELATED PRICING RATE PERIOD AND NOTIFY SELLER OF SUCH RATE