EXCEEDING THE MAXIMUM COMMITTED PURCHASE PRICE, BUT RATHER SETS FORTH THE
PROCEDURES TO BE USED IN CONNECTION WITH PERIODIC REQUESTS FOR BUYERS TO ENTER
INTO TRANSACTIONS WITH THE SELLERS.
EACH SELLER HEREBY ACKNOWLEDGES THAT,
BEYOND THE MAXIMUM COMMITTED PURCHASE PRICE, BUYERS ARE UNDER NO OBLIGATION TO
AGREE TO ENTER INTO, OR TO ENTER INTO, ANY TRANSACTION PURSUANT TO THIS
AGREEMENT.
ALL PURCHASED MORTGAGE LOANS SHALL EXCEED OR MEET THE UNDERWRITING
GUIDELINES, AND SHALL BE SERVICED BY SERVICER.
THE AGGREGATE PURCHASE PRICE OF
PURCHASED MORTGAGE LOANS SUBJECT TO OUTSTANDING TRANSACTIONS SHALL NOT EXCEED
THE MAXIMUM AGGREGATE PURCHASE PRICE.
BUYER SHALL ONLY BE REQUIRED TO ENTER
INTO TRANSACTIONS IN WHICH THE PURCHASE PRICE WITH RESPECT THERETO IS AT LEAST
$25,000,000.
B.
WITH RESPECT TO EACH TRANSACTION INVOLVING MORTGAGE LOANS WHICH
ARE NOT WET-INK MORTGAGE LOANS, SELLERS SHALL GIVE ADMINISTRATIVE AGENT AND
CUSTODIAN PRIOR NOTICE BY NO LATER THAN 11:00 A.M. (NEW YORK CITY TIME) AT LEAST
TWO (2) BUSINESS DAYS PRIOR TO ANY PROPOSED PURCHASE DATE (THE DATE ON WHICH
SUCH NOTICE IS GIVEN, THE "NOTICE DATE"); PROVIDED, THAT THE REQUESTED PURCHASE
PRICE MUST BE AN AGGREGATE AMOUNT OF AT LEAST $25 MILLION.
WITH RESPECT TO
WET-INK MORTGAGE LOANS, SELLERS SHALL DELIVER NOTICE OF ANY PROPOSED PURCHASE ON
OR BEFORE 3:00 P.M. (NEW YORK CITY TIME) ON THE PURCHASE DATE.
ON THE NOTICE
DATE, SELLERS SHALL (I) REQUEST THAT BUYERS ENTER INTO A TRANSACTION BY
FURNISHING TO ADMINISTRATIVE AGENT A TRANSACTION REQUEST, (II) DELIVER TO
ADMINISTRATIVE AGENT AND CUSTODIAN A MORTGAGE LOAN SCHEDULE AND (III) DELIVER TO
CUSTODIAN, OR THE ADMINISTRATIVE AGENT, WITH RESPECT TO EACH WET-INK MORTGAGE
LOAN, EITHER A REQUEST FOR CERTIFICATION AND EACH MORTGAGE FILE OR WET-INK
DOCUMENTS FOR EACH WET-INK MORTGAGE LOAN, AS APPLICABLE, IN ACCORDANCE WITH
SECTION 10(B)(3) HEREOF. FOLLOWING RECEIPT OF SUCH REQUEST, BUYERS MAY ENTER
INTO SUCH REQUESTED TRANSACTION OR MAY NOTIFY SELLERS OF ITS INTENTION NOT TO
ENTER INTO SUCH TRANSACTION IN ACCORDANCE WITH THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 10 HEREOF. IN THE EVENT THE MORTGAGE LOAN SCHEDULE PROVIDED BY
A SELLER CONTAINS ERRONEOUS COMPUTER DATA, IS NOT FORMATTED PROPERLY OR THE
COMPUTER FIELDS ARE OTHERWISE IMPROPERLY ALIGNED, ADMINISTRATIVE AGENT SHALL
PROVIDE WRITTEN OR ELECTRONIC NOTICE TO SELLERS DESCRIBING SUCH ERROR AND
SELLERS SHALL CORRECT THE
18
COMPUTER DATA, REFORMAT OR PROPERLY ALIGN THE COMPUTER FIELDS ITSELF AND
RESUBMIT THE MORTGAGE LOAN SCHEDULE AS REQUIRED HEREIN.
EACH TRANSACTION
REQUEST SHALL BE IRREVOCABLE AND BINDING ON THE APPLICABLE SELLER, AND THE
SELLERS SHALL INDEMNIFY THE BUYERS AGAINST ANY LOSS OR EXPENSE INCURRED BY THE
BUYERS, EITHER DIRECTLY OR INDIRECTLY, AS A RESULT OF ANY FAILURE BY THE
APPLICABLE SELLER TO COMPLETE SUCH TRANSACTION, INCLUDING, WITHOUT LIMITATION,
ANY ACTUAL LOSS OR EXPENSE INCURRED BY THE BUYERS, EITHER DIRECTLY OR
INDIRECTLY, BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF FUNDS ACQUIRED BY
THE BUYERS (INCLUDING, WITHOUT LIMITATION, FUNDS OBTAINED BY CONDUIT BUYERS BY
ISSUING COMMERCIAL PAPER OR PROMISSORY NOTES, OBTAINING DEPOSITS AS LOANS FROM
THIRD PARTIES AND REEMPLOYMENT OF FUNDS) FOR THE BUYERS TO