payable on and as of the Accelerated Repurchase
Date; and
(B)
to the extent permitted by applicable law, the Pricing Rate with
respect to each Transaction (determined as of the Accelerated Repurchase Date)
shall be the Pricing Rate
40
prior to the date of the Event of Default plus 200 basis points; and
(C)
the Custodian shall, upon the request of Buyer, deliver to Buyer
all instruments, certificates and other documents then held by the Custodian
relating to the Purchased Assets,
(III)
UNLESS SELLER HAS TENDERED THE REPURCHASE PRICE, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT WHICH HAS NOT
PREVIOUSLY OCCURRED WITH RESPECT TO SELLER (WITH RESPECT TO WHICH BUYER HAS NOT
AGREED TO FORBEARANCE OR ACCEPTED A WORKOUT ARRANGEMENT), BUYER
MAY (A) IMMEDIATELY SELL, AT A PUBLIC OR PRIVATE SALE AT SUCH PRICE OR PRICES AS
BUYER MAY DEEM SATISFACTORY ANY OR ALL OF THE PURCHASED ASSETS OR (B) IN ITS
SOLE DISCRETION ELECT, IN LIEU OF SELLING ALL OR A PORTION OF SUCH PURCHASED
ASSETS, TO GIVE SELLER CREDIT FOR SUCH PURCHASED ASSETS IN AN AMOUNT EQUAL TO
THE MARKET VALUE OF SUCH PURCHASED ASSETS AGAINST THE AGGREGATE UNPAID
REPURCHASE PRICE FOR SUCH PURCHASED ASSETS AND ANY OTHER AMOUNTS OWING BY SELLER
UNDER THE TRANSACTION DOCUMENTS. NOTWITHSTANDING THE DEFINITION OF "MARKET
VALUE" SET FORTH IN SECTION 1 HEREIN, FOR PURPOSES OF THIS SECTION 14(III), AS
TO ANY PURCHASED ASSET THAT HAS BEEN DELINQUENT FOR AT LEAST SIXTY (60) DAYS,
BUYER SHALL DETERMINE A MARKET VALUE FOR SUCH PURCHASED ASSET IN GOOD FAITH. THE
PROCEEDS OF ANY DISPOSITION OF PURCHASED ASSETS EFFECTED PURSUANT TO THIS
SECTION 14(III) SHALL BE APPLIED, (W) FIRST, TO THE COSTS AND EXPENSES,
INCLUDING LEGAL EXPENSES, INCURRED BY BUYER IN CONNECTION WITH SELLER'S DEFAULT;
(X) SECOND, TO THE REPURCHASE PRICE; AND (Y) THIRD, TO ANY OTHER OUTSTANDING
OBLIGATION OF SELLER TO BUYER OR ITS AFFILIATES.
(IV)
THE PARTIES RECOGNIZE THAT IT MAY NOT BE POSSIBLE TO PURCHASE OR
SELL ALL OF THE PURCHASED ASSETS ON A PARTICULAR BUSINESS DAY, OR IN A
TRANSACTION WITH THE SAME PURCHASER, OR IN THE SAME MANNER BECAUSE THE MARKET
FOR SUCH PURCHASED ASSETS MAY NOT BE LIQUID. IN VIEW OF THE NATURE OF THE
PURCHASED ASSETS, THE PARTIES AGREE THAT LIQUIDATION OF A TRANSACTION OR THE
PURCHASED ASSETS DOES NOT REQUIRE A PUBLIC PURCHASE OR SALE AND THAT A GOOD
FAITH PRIVATE PURCHASE OR SALE SHALL BE DEEMED TO HAVE BEEN MADE IN A
COMMERCIALLY REASONABLE MANNER. ACCORDINGLY, BUYER MAY ELECT, IN ITS SOLE
DISCRETION, THE TIME AND MANNER OF LIQUIDATING ANY PURCHASED ASSETS, AND NOTHING
CONTAINED HEREIN SHALL (A) OBLIGATE BUYER TO LIQUIDATE ANY PURCHASED ASSETS ON
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT OR TO LIQUIDATE
ALL OF THE PURCHASED ASSETS IN THE SAME MANNER OR ON THE SAME BUSINESS DAY OR
(B) CONSTITUTE A WAIVER OF ANY RIGHT OR REMEDY OF BUYER OR ITS AFFILIATES.
(V)
SELLER SHALL BE LIABLE TO BUYER FOR THE AMOUNT OF