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dated as of March 17, 2008 among:
Belmont Funding LLC (the “ Transferor ”),
STEERS Repo Pass-Thru Trust, 2008-1 (the “ Transferee ”)
Agilent Technologies World Trade, Inc. (the “ Remaining Party ”)
The Transferor and the Remaining Party have entered into the Transaction identified in the attached Schedule A (the “ Old Transaction ”), evidenced by a Confirmation dated November 16, 2007 (Reference: “Project Arrow Repurchase Transaction”) (the “ Old Confirmation ”) and subject to a TBMA Master Repurchase Agreement dated as of November 16, 2007 between the Transferor and the Remaining Party (the “ Old Agreement ”), as supported by a Second Amended and Restated Guaranty of Agilent Technologies, Inc. (the “ Guaranty ”) in regard of the Remaining Party’s obligations under the Old Transaction.
The Remaining Party and the Transferee are entering into a TBMA Master Repurchase Agreement (the “ New Agreement ”) dated the date hereof, including an Annex I to the New Agreement in the form of Schedule B hereto.
(1) With effect from and including March 17, 2008 (the “ Novation Date ”), the Transferor wishes to transfer by novation to the Transferee, and the Transferee wishes to accept the transfer by novation of, all the rights, liabilities, duties and obligations of the Transferor under and in respect of, and all of Transferor’s rights and interest in the Guaranty in respect of, the portion of the Purchase Price of the Old Transaction equal to an amount of at least $100,000 or an integral multiple thereof and as specified in the attached Schedule A (such portion, the “ Novated Portion ”), with the effect that the Remaining Party and the Transferee enter into a new transaction between them having a Purchase Price equal to the Novated Portion (and, for the avoidance of doubt, having identical terms to that of the Old Transaction, save for (x) any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date and (y) any changes resulting from differences between the Old Agreement and the New Agreement or differences between the Old Confirmation and the New Confirmation (as defined below)) (the “ New Transaction ”).
(2) With effect from and including the Novation Date, as applicable, the Transferor wishes to transfer to the Transferee the number of Purchased Securities equal to the portion of the Purchased Securities transferred by the Remaining Party in respect of the Novated Portion of the Old Transaction together with any Income received (whether received prior to, on or after the Novation Date) that has not been transferred as of the Novation Date in accordance with Paragraph 5 of the Old Agreement (as amended and supplemented by Annex I thereto), provided that the Transferee’s obligations in respect of any such Income shall be determined by reference to the date of receipt thereof by the Transferor.
(4) Pursuant to paragraph 15(a) of the Old Agreement , as amended by Annex I thereto, s uch transfer as set forth in paragraphs (1) and (2) above may be made without the prior consent of the Remai