AGGREGATE
REPURCHASE PRICE OF ALL OUTSTANDING TRANSACTIONS TO BE IMMEDIATELY DUE AND
PAYABLE, TOGETHER WITH ALL PRICE DIFFERENTIAL THEREON AND FEES AND EXPENSES
ACCRUING UNDER THIS REPURCHASE AGREEMENT. UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT REFERRED TO IN SECTION 8(G) OR 8(H), SUCH
AMOUNTS SHALL IMMEDIATELY AND AUTOMATICALLY BECOME DUE AND PAYABLE WITHOUT ANY
FURTHER ACTION BY ANY PERSON. UPON SUCH DECLARATION OR SUCH AUTOMATIC
ACCELERATION, THE BALANCE THEN OUTSTANDING SHALL BECOME IMMEDIATELY DUE AND
PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER FORMALITIES OF ANY KIND,
ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY EACH SELLER.
(B)
UPON THE OCCURRENCE OF ONE OR MORE EVENTS OF DEFAULT, THE BUYER SHALL HAVE
THE RIGHT TO OBTAIN PHYSICAL POSSESSION OF THE SERVICING RECORDS AND ALL OTHER
FILES OF THE SELLER RELATING TO THE PURCHASED ITEMS AND THE COLLATERAL AND ALL
DOCUMENTS RELATING TO THE PURCHASED ITEMS AND THE COLLATERAL 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 THIS REPURCHASE
AGREEMENT.
Section 10. No Duty of Buyer.
The powers conferred on the Buyer hereunder are solely to protect the Buyer's
interests in the Purchased Items and the Collateral and shall not impose any
duty upon it to exercise any such powers. The Buyer shall be accountable only
for amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees or agents
shall be responsible to the Sellers for any act or failure to act hereunder,
except for its or their own gross negligence or willful misconduct.
Section 11. Miscellaneous.
11.01
WAIVER. NO FAILURE ON THE PART OF THE BUYER TO
EXERCISE AND NO DELAY IN EXERCISING, AND NO COURSE OF DEALING WITH RESPECT TO,
ANY RIGHT, POWER OR PRIVILEGE UNDER ANY REPURCHASE DOCUMENT SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR
PRIVILEGE UNDER ANY REPURCHASE DOCUMENT PRECLUDE ANY OTHER OR FURTHER
46
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE. THE
REMEDIES PROVIDED HEREIN ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES
PROVIDED BY LAW.
11.02
NOTICES.
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY
THIS REPURCHASE AGREEMENT, ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS
PROVIDED FOR HEREIN AND UNDER THE CUSTODIAL AGREEMENT (INCLUDING WITHOUT
LIMITATION ANY MODIFICATIONS OF, OR WAIVERS, REQUESTS OR CONSENTS UNDER, THIS
REPURCHASE AGREEMENT) SHALL BE GIVEN OR MADE IN WRITING (INCLUDING WITHOUT
LIMITATION BY TELEX, TELECOPY OR FACSIMILE) DELIVERED TO THE INTENDED RECIPIENT
AT THE "ADDRESS FOR NOTICES" SPECIFIED BELOW ITS NAME ON THE SIGNATURE
PAGES HEREOF OR THEREOF); OR, AS TO ANY PARTY, AT SUCH OTHER ADDRESS AS SHALL BE
DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO EACH OTHER PARTY