BUYER TO SELLER OF A WRITTEN REQUEST THEREFOR, SELLER SHALL PAY TO BUYER SUCH
ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE BUYER FOR SUCH REDUCTION.
SUCH
NOTIFICATION AS TO THE CALCULATION OF ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO
THIS SUBSECTION SHALL BE SUBMITTED BY BUYER TO SELLER AND SHALL BE PRIMA FACIE
EVIDENCE OF SUCH ADDITIONAL AMOUNTS.
THIS COVENANT SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE REPURCHASE BY SELLER OF ANY OR ALL OF THE
PURCHASED ASSETS.
ON THE NEXT REMITTANCE DATE AND ANY TIME THEREAFTER FOLLOWING
RECEIPT OF NOTICE FROM BUYER UNDER THIS ARTICLE 3(N), SELLER MAY EXERCISE ITS
RIGHTS TO DECLARE AN EARLY TERMINATION DATE IN ACCORDANCE WITH ARTICLE 9(B)
HEREOF WITHOUT THE PAYMENT OF ANY EXIT FEE TO THE EXTENT PROVIDED IN ARTICLE 9
HEREOF.
(O)
IF SELLER REPURCHASES PURCHASED ASSETS ON A DAY OTHER THAN THE
LAST DAY OF A PRICING RATE PERIOD, SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER
HARMLESS FROM ANY ACTUAL LOSSES, COSTS AND/OR EXPENSES WHICH BUYER SUSTAINS AS A
DIRECT CONSEQUENCE THEREOF ("BREAKAGE COSTS"), IN EACH CASE FOR THE REMAINDER OF
THE APPLICABLE PRICING RATE PERIOD.
BUYER SHALL DELIVER TO SELLER A STATEMENT
SETTING FORTH THE AMOUNT AND BASIS OF DETERMINATION OF ANY BREAKAGE COSTS IN
REASONABLE DETAIL, IT BEING AGREED THAT SUCH STATEMENT AND THE METHOD OF ITS
CALCULATION SHALL BE CONCLUSIVE AND BINDING UPON SELLER ABSENT MANIFEST ERROR.
THIS ARTICLE 3(O) SHALL SURVIVE TERMINATION OF THIS AGREEMENT AND REPURCHASE OF
ALL PURCHASED ASSETS SUBJECT TO TRANSACTIONS HEREUNDER.
(P)
PRIOR TO THE DATE OF REPURCHASE OF ANY CONDUIT ACCOMMODATION LOAN,
BUYER SHALL PROVIDE TO SELLER A FIRM OFFER OF TERMS FOR THE LONG TERM
REFINANCING OF SUCH CONDUIT ACCOMMODATION LOAN.
SELLER MAY ACCEPT BUYER'S
OFFERED TERMS FOR LONG TERM REFINANCING OF THE CONDUIT ACCOMMODATION LOAN (A
"LONG TERM REFINANCING"), OR, IF THE TERMS OFFERED BY BUYER ARE UNACCEPTABLE TO
SELLER, THE SELLER MAY SEEK ADDITIONAL QUOTES FOR LONG TERM REFINANCING FROM
OTHER LENDERS.
(Q)
THE FACILITY AMOUNT MAY BE PERMANENTLY REDUCED TO AN AMOUNT EQUAL
TO $125,000,000 AT THE ELECTION OF ALL OF THE SELLERS UPON THIRTY (30) DAYS
ADVANCE WRITTEN NOTICE TO THE BUYER; PROVIDED, THAT (I) NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED, BE CONTINUING, OR EXIST IMMEDIATELY AFTER GIVING
EFFECT TO ANY SUCH REDUCTION, AND (II) NO MARGIN DEFICIT SHALL EXIST BEFORE OR
IMMEDIATELY AFTER GIVING EFFECT TO ANY SUCH REDUCTION (AND TO ANY PAYMENTS MADE
CONTEMPORANEOUSLY THEREWITH).
33
ARTICLE 4.
MARGIN MAINTENANCE
(A)
IF AT ANY TIME BUYER'S MARGIN AMOUNT FOR ALL PURCHASED ASSETS,
PLUS THE VALUE OF ANY ADDITIONAL ELIGIBLE COLLATERAL PREVIOUSLY TRANSFERRED BY
SELLER TO BUYER (AND NOT RETRANSFERRED BY BUYER TO SELLER), IS LESS THAN THE
REPURCHASE PRICE FOR ALL PURCHASED ASSETS (A "MARGIN DEFICIT"), THEN BUYER MAY
BY NOTICE TO SELLER IN THE FORM OF EXHIBIT XII (A "MARGIN DEFICIT NOTICE")
REQUIRE SELLER TO, AT SELLER'S OPTION, NO LATER THAN THREE (3) BUSINESS DAYS
FOLLOWING THE RECEIPT OF A MARGIN DEFICIT NOTICE (THE "MARGIN DEADLINE") TO THE
EXTENT