UNREASONABLE EXPENSE.
THIS AGREEMENT IS THE RESULT OF NEGOTIATIONS AMONG AND
HAS BEEN REVIEWED BY COUNSELS TO THE BUYERS AND SELLER, AND IS THE PRODUCT OF
ALL THE PARTIES. IN THE INTERPRETATION OF THIS AGREEMENT, NO RULE OF
CONSTRUCTION SHALL APPLY TO DISADVANTAGE ONE PARTY ON THE GROUND THAT SUCH PARTY
PROPOSED OR WAS INVOLVED IN THE PREPARATION OF ANY PARTICULAR PROVISION OF THIS
AGREEMENT OR THIS AGREEMENT ITSELF. EXCEPT WHERE OTHERWISE EXPRESSLY STATED THE
AGENT AND ANY BUYER MAY GIVE OR WITHHOLD, OR GIVE CONDITIONALLY, APPROVALS AND
CONSENTS AND MAY FORM OPINIONS AND MAKE DETERMINATIONS AND EXERCISE DISCRETION
AT ITS ABSOLUTE DISCRETION.
ANY REQUIREMENT OF GOOD FAITH, DISCRETION OR
JUDGMENT BY
THE AGENT OR ANY BUYER SHALL NOT BE CONSTRUED TO REQUIRE THE AGENT
AND/OR SUCH BUYER TO REQUEST OR AWAIT RECEIPT OF INFORMATION OR DOCUMENTATION
NOT IMMEDIATELY AVAILABLE FROM OR WITH RESPECT TO SELLER, A SERVICER OF THE
PURCHASED ASSETS, ANY OTHER PERSON OR THE PURCHASED ASSETS THEMSELVES.
16
3.
THE TRANSACTIONS
A)
SELLER SHALL REPURCHASE ALL PURCHASED ASSETS FROM THE BUYERS ON
EACH REPURCHASE DATE.
SELLER MAY ALSO REPURCHASE ANY PURCHASED ASSETS PURSUANT
TO SECTION 11 HEREOF.
EACH OBLIGATION TO REPURCHASE EXISTS WITHOUT REGARD TO
ANY PRIOR OR INTERVENING LIQUIDATION OR FORECLOSURE WITH RESPECT TO A MORTGAGED
PROPERTY RELATED TO A ANY PURCHASED ASSET (BUT LIQUIDATION OR FORECLOSURE
PROCEEDS RECEIVED BY A BUYER WITH RESPECT TO A MORTGAGED PROPERTY RELATED TO A
PURCHASED ASSET SHALL BE APPLIED TO REDUCE THE REPURCHASE PRICE WITH RESPECT TO
SUCH PURCHASED ASSET EXCEPT AS OTHERWISE PROVIDED HEREIN).
SELLER IS OBLIGATED
TO OBTAIN THE PURCHASED ASSETS FROM THE APPLICABLE BUYER OR ITS DESIGNEE
(INCLUDING THE CUSTODIAN) AT SELLER'S EXPENSE ON (OR AFTER) THE RELATED
REPURCHASE DATE, UNLESS SUCH PURCHASED ASSETS BECOME SUBJECT TO A NEW
TRANSACTION PURSUANT TO SECTION 3(B).
B)
PROVIDED THAT THE APPLICABLE CONDITIONS IN SECTIONS 10(A) AND
(B) HAVE BEEN SATISFIED, EACH ELIGIBLE ASSET THAT IS REPURCHASED BY SELLER ON
THE 10TH DAY OF EACH CALENDAR MONTH (OR, IF SUCH 10TH DAY IS NOT A BUSINESS DAY,
THE IMMEDIATELY FOLLOWING BUSINESS DAY) FOLLOWING THE PURCHASE DATE RELATED TO
SUCH ELIGIBLE ASSET (THE DAY OF THE MONTH SO DETERMINED FOR EACH MONTH, A
"REPURCHASE DATE," WHICH TERM SHALL ALSO INCLUDE THE DATE DETERMINED BY
APPLICATION OF SECTION 20) SHALL AUTOMATICALLY BECOME SUBJECT TO A NEW
TRANSACTION UNLESS THE AGENT IS NOTIFIED OTHERWISE BY SELLER AT LEAST ONE
BUSINESS DAY PRIOR TO THE RELATED REPURCHASE DATE; PROVIDED, THAT, IF THE
REPURCHASE DATE SO DETERMINED IS LATER THAN THE TERMINATION DATE, THE REPURCHASE
DATE FOR SUCH TRANSACTION SHALL AUTOMATICALLY RESET TO THE TERMINATION DATE, AND
THE PROVISIONS OF THIS SENTENCE AS IT MIGHT RELATE TO A NEW TRANSACTION SHALL
EXPIRE ON SUCH DATE.
FOR EACH PURCHASED ASSET SUBJECT TO A TRANSACTION, THE
ACCRUED AND UNPAID PRICE DIFFERENTIAL SHALL BE CALCULATED FOR THE PERIOD
BEGINNING ON THE FIRST DAY AND ENDING ON THE LAST DAY OF THE CALENDAR MONTH
PRIOR TO THE RELATED REPURCHASE DATE AND (TOGETHER WITH ANY ADDITIONAL PRICE
DIFFERENTIAL