360 DAY PER YEAR
BASIS FOR THE ACTUAL NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE
DATE OF THE EXERCISE OR DEEMED EXERCISE OF SUCH OPTION TO BUT EXCLUDING THE DATE
OF PAYMENT OF THE REPURCHASE PRICE AS SO INCREASED, (X) THE POST-DEFAULT RATE IN
EFFECT FOLLOWING AN EVENT OF DEFAULT TO (Y) THE REPURCHASE PRICE FOR SUCH
TRANSACTION AS OF THE REPURCHASE DATE AS DETERMINED PURSUANT TO
SUBSECTION (A)(I) OF THIS SECTION (DECREASED AS OF ANY DAY BY (I) ANY AMOUNTS
ACTUALLY IN THE POSSESSION OF BUYER PURSUANT TO CLAUSE (C) OF THIS SUBSECTION,
AND (II) ANY PROCEEDS FROM THE SALE OF PURCHASED MORTGAGE LOANS APPLIED TO THE
REPURCHASE PRICE PURSUANT TO SUBSECTION (A)(IV) OF THIS SECTION; AND
50
(C)
ALL INCOME ACTUALLY RECEIVED BY THE BUYER
PURSUANT TO SECTION 5 (EXCLUDING ANY LATE PAYMENT FEES PAID PURSUANT TO
SECTION 5(A)) SHALL BE APPLIED TO THE AGGREGATE UNPAID REPURCHASE PRICE OWED BY
THE SELLERS.
(III)
UPON THE OCCURRENCE OF ONE OR MORE EVENTS OF
DEFAULT, THE BUYER SHALL HAVE THE RIGHT TO OBTAIN PHYSICAL POSSESSION OF ALL
FILES OF THE SELLERS RELATING TO THE PURCHASED MORTGAGE LOANS AND THE REPURCHASE
ASSETS AND ALL DOCUMENTS RELATING TO THE PURCHASED MORTGAGE LOANS WHICH ARE THEN
OR MAY THEREAFTER COME IN TO THE POSSESSION OF THE SELLERS OR ANY THIRD PARTY
ACTING FOR THE SELLERS AND THE SELLERS SHALL DELIVER TO THE BUYER SUCH
ASSIGNMENTS AS THE BUYER SHALL REQUEST.
THE BUYER SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE OF ALL AGREEMENTS OF THE SELLERS CONTAINED IN THE REPURCHASE
DOCUMENTS.
(IV)
AT ANY TIME ON THE BUSINESS DAY FOLLOWING
NOTICE TO THE SELLERS (WHICH NOTICE MAY BE THE NOTICE GIVEN UNDER
SUBSECTION (A)(I) OF THIS SECTION), IN THE EVENT THE SELLERS HAVE NOT
REPURCHASED ALL PURCHASED MORTGAGE LOANS, THE BUYER MAY (A) IMMEDIATELY SELL,
WITHOUT DEMAND OR FURTHER NOTICE OF ANY KIND, AT A PUBLIC OR PRIVATE SALE AND AT
SUCH PRICE OR PRICES AS THE BUYER MAY DEEM SATISFACTORY ANY OR ALL PURCHASED
MORTGAGE LOANS AND THE REPURCHASE ASSETS SUBJECT TO A SUCH TRANSACTIONS
HEREUNDER AND APPLY THE PROCEEDS THEREOF TO THE AGGREGATE UNPAID REPURCHASE
PRICES AND ANY OTHER AMOUNTS OWING BY THE SELLERS HEREUNDER OR (B) IN ITS SOLE
DISCRETION ELECT, IN LIEU OF SELLING ALL OR A PORTION OF SUCH PURCHASED MORTGAGE
LOANS, TO GIVE THE SELLERS CREDIT FOR SUCH PURCHASED MORTGAGE LOANS AND THE
REPURCHASE ASSETS IN AN AMOUNT EQUAL TO THE MARKET VALUE OF THE PURCHASED
MORTGAGE LOANS AGAINST THE AGGREGATE UNPAID REPURCHASE PRICE AND ANY OTHER
AMOUNTS OWING BY THE SELLERS HEREUNDER.
THE PROCEEDS OF ANY DISPOSITION OF
PURCHASED MORTGAGE LOANS AND THE REPURCHASE ASSETS SHALL BE APPLIED FIRST TO THE
COSTS AND EXPENSES INCURRED BY THE BUYER IN CONNECTION WITH SUCH SELLER'S
DEFAULT; SECOND TO COSTS OF COVER AND/OR RELATED HEDGING TRANSACTIONS; THIRD TO
THE REPURCHASE PRICE; AND FOURTH TO ANY OTHER OUTSTANDING OBLIGATION OF THE
SELLERS TO THE BUYER OR ITS AFFILIATES.
(V)
THE SELLERS SHALL BE LIABLE TO BUYER FOR
(I)