OR AMOUNTS AS WILL COMPENSATE
BUYER OR BUYER'S HOLDING COMPANY FOR ANY SUCH REDUCTION SUFFERED.
(C)
A CERTIFICATE OF BUYER SETTING FORTH THE
AMOUNT OR AMOUNTS NECESSARY TO COMPENSATE BUYER OR ITS HOLDING COMPANY, AS THE
CASE MAY BE, AS SPECIFIED IN SUBPARAGRAPH (A) OR (B) OF THIS PARAGRAPH SHALL BE
DELIVERED TO SELLER AND SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
SELLER SHALL
PAY BUYER, THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN 10 DAYS AFTER
RECEIPT THEREOF.
(D)
FAILURE OR DELAY ON THE PART OF BUYER TO
DEMAND COMPENSATION PURSUANT TO THIS PARAGRAPH SHALL NOT CONSTITUTE A WAIVER OF
BUYER'S RIGHT TO DEMAND SUCH COMPENSATION; PROVIDED THAT SELLER SHALL NOT BE
REQUIRED TO COMPENSATE BUYER PURSUANT TO THIS PARAGRAPH FOR ANY INCREASED
29
COSTS OR REDUCTIONS INCURRED MORE THAN 270 DAYS PRIOR TO THE DATE THAT BUYER
NOTIFIES SELLER OF THE CHANGE IN REQUIREMENT OF LAW GIVING RISE TO SUCH
INCREASED COSTS OR REDUCTIONS AND OF BUYER'S INTENTION TO CLAIM COMPENSATION
THEREFOR; PROVIDED FURTHER THAT, IF THE CHANGE IN REQUIREMENT OF LAW GIVING RISE
TO SUCH INCREASED COSTS OR REDUCTIONS IS RETROACTIVE, THEN THE 270-DAY PERIOD
REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT
THEREOF.
(E)
IF, WITHIN 10 DAYS AFTER RECEIPT OF NOTICE
FROM BUYER DEMANDING COMPENSATION PURSUANT TO THIS PARAGRAPH (IT BEING
UNDERSTOOD THAT A CERTIFICATE DESCRIBED IN CLAUSE (C) ABOVE SHALL CONSTITUTE
SUCH NOTICE FOR PURPOSES HEREOF), SELLER NOTIFIES BUYER THAT IT DECLARES THE
TERMINATION DATE IN ACCORDANCE WITH CLAUSE (I) OF THE DEFINITION OF "TERMINATION
DATE" (WHICH TERMINATION DATE SHALL OCCUR NOT LESS THAN 30 DAYS FOLLOWING SUCH
NOTICE FROM SELLER TO BUYER), SELLER SHALL BE ENTITLED TO RECEIVE A PRO-RATED
REFUND OF THE "COMMITMENT FEE" (AS DEFINED IN THE SIDE LETTER) IN THE AMOUNT
EQUAL TO THE PORTION OF THE TOTAL COMMITMENT FEE ALLOCATED TO THE PERIOD OF TIME
FOLLOWING THE TERMINATION DATE DECLARED PURSUANT TO THIS CLAUSE (E) UNTIL
OCTOBER 29, 2010, CALCULATED ON A 364 DAY PER YEAR BASIS.
SUCH REFUND SHALL BE
PAID TO SELLER ON THE TERMINATION DATE NET OF ANY AMOUNTS OWED BY SELLER TO
BUYER OR ANY OTHER INDEMNIFIED PARTY AS OF THE TERMINATION DATE.
9.
SEGREGATION OF DOCUMENTS RELATING TO
PURCHASED MORTGAGE LOANS
All documents relating to Purchased Mortgage Loans in the possession of Seller
shall be segregated from other documents and securities in its possession and
shall be identified as being subject to this Agreement.
Segregation may be
accomplished by appropriate identification on the books and records of the
holder, including a financial or securities intermediary or a clearing
corporation.
All of Seller's interest in the Purchased Mortgage Loans
(including, without limitation, the Servicing Rights) shall pass to Buyer on the
Purchase Date and nothing in this Agreement shall preclude Buyer from engaging
in repurchase transactions with the Purchased Mortgage Loans or otherwise
selling, transferring, pledging or hypothecating the Purchased Mortgage Loans,
but no such transaction shall relieve Buyer of its obligations to transfer the
Purchased Mortgage Loans