IN ADDITION TO ITS RIGHTS HEREUNDER, BUYER SHALL HAVE THE RIGHT TO
PROCEED AGAINST ANY OF ANY SELLER'S ASSETS WHICH MAY BE IN THE POSSESSION OF
BUYER, ANY OF BUYER'S AFFILIATES OR THEIR RESPECTIVE DESIGNEES (INCLUDING THE
CUSTODIAN), INCLUDING THE RIGHT TO LIQUIDATE SUCH ASSETS AND TO SET-OFF THE
PROCEEDS AGAINST MONIES OWED BY SELLERS TO BUYER
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PURSUANT TO THIS AGREEMENT. BUYER MAY SET OFF CASH, THE PROCEEDS OF THE
LIQUIDATION OF THE PURCHASED LOANS AND ADDITIONAL PURCHASED LOANS, ANY OTHER
PURCHASED ITEMS AND THEIR PROCEEDS AND ALL OTHER SUMS OR OBLIGATIONS OWED BY
BUYER TO SELLERS AGAINST ALL OF SELLERS' OBLIGATIONS TO BUYER, WHETHER UNDER
THIS AGREEMENT, UNDER A TRANSACTION, OR UNDER ANY OTHER AGREEMENT BETWEEN THE
PARTIES, OR OTHERWISE, WHETHER OR NOT SUCH OBLIGATIONS ARE THEN DUE, WITHOUT
PREJUDICE TO BUYER'S RIGHT TO RECOVER ANY DEFICIENCY.
(C)
BUYER SHALL HAVE THE RIGHT TO OBTAIN
PHYSICAL POSSESSION OF THE SERVICING RECORDS AND ALL OTHER FILES OF SELLER
RELATING TO THE PURCHASED LOANS AND ALL DOCUMENTS RELATING TO THE PURCHASED
LOANS WHICH ARE THEN OR MAY THEREAFTER COME INTO THE POSSESSION OF ANY SELLER OR
ANY THIRD PARTY ACTING FOR ANY SELLER AND SELLERS SHALL DELIVER TO BUYER SUCH
ASSIGNMENTS AS BUYER SHALL REQUEST.
(D)
BUYER SHALL HAVE THE RIGHT TO DIRECT ALL
PERSONS SERVICING THE PURCHASED LOANS TO TAKE SUCH ACTION WITH RESPECT TO THE
PURCHASED LOANS AS BUYER DETERMINES APPROPRIATE.
(E)
BUYER SHALL, WITHOUT REGARD TO THE ADEQUACY
OF THE SECURITY FOR THE OBLIGATIONS, BE ENTITLED TO THE APPOINTMENT OF A
RECEIVER BY ANY COURT HAVING JURISDICTION, WITHOUT NOTICE, TO TAKE POSSESSION OF
AND PROTECT, COLLECT, MANAGE, LIQUIDATE, AND SELL THE PURCHASED LOANS AND ANY
OTHER PURCHASED ITEMS OR ANY PORTION THEREOF, COLLECT THE PAYMENTS DUE WITH
RESPECT TO THE PURCHASED LOANS AND ANY OTHER PURCHASED ITEMS OR ANY PORTION
THEREOF, AND DO ANYTHING THAT BUYER IS AUTHORIZED HEREUNDER OR BY LAW TO DO.
SELLER SHALL PAY ALL COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH THE
APPOINTMENT AND ACTIVITIES OF SUCH RECEIVER.
(F)
BUYER MAY, AT ITS OPTION, ENTER INTO ONE
OR MORE INTEREST RATE PROTECTION AGREEMENTS COVERING ALL OR A PORTION OF THE
PURCHASED LOANS, AND THE SELLER SHALL BE RESPONSIBLE FOR ALL DAMAGES, JUDGMENTS,
COSTS AND EXPENSES OF ANY KIND WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED
AGAINST THE BUYER RELATING TO OR ARISING OUT OF SUCH INTEREST RATE PROTECTION
AGREEMENTS; INCLUDING WITHOUT LIMITATION ANY LOSSES RESULTING FROM SUCH INTEREST
RATE PROTECTION AGREEMENTS.
(G)
IN ADDITION TO ALL THE RIGHTS AND REMEDIES
SPECIFICALLY PROVIDED HEREIN, BUYER SHALL HAVE ALL OTHER RIGHTS AND REMEDIES
PROVIDED BY APPLICABLE FEDERAL, STATE, FOREIGN, AND LOCAL LAWS, WHETHER EXISTING
AT LAW, IN EQUITY OR BY STATUTE, INCLUDING, WITHOUT LIMITATION, ALL RIGHTS AND
REMEDIES AVAILABLE TO A PURCHASER OR A SECURED PARTY, AS APPLICABLE, UNDER THE
UNIFORM COMMERCIAL CODE.
Except as otherwise expressly provided in this Agreement, Buyer shall have the
right to exercise any of its rights and/or remedies without presentment, demand,
protest or further