AGREEMENT ON ANY REPURCHASE DATE ARE
INSUFFICIENT TO MAKE PAYMENT TO THE AGENT, FOR THE ACCOUNT OF THE BUYERS, OF ALL
AMOUNTS DUE HEREUNDER ON SUCH REPURCHASE DATE AND SUCH OCCURRENCE SHALL CONTINUE
UNREMEDIED FOR A PERIOD OF FIVE (5) BUSINESS DAYS AFTER THE EARLIER OF
(I) RECEIPT OF NOTICE BY THE SELLER OR (II) ACTUAL KNOWLEDGE OF THE SELLER.
20.
REMEDIES
Upon the occurrence of an Event of Default:
A)
THE REPURCHASE DATE FOR EACH TRANSACTION HEREUNDER SHALL, AT THE
OPTION OF THE AGENT, BE DEEMED IMMEDIATELY TO OCCUR.
B)
(I)
SELLER'S OBLIGATIONS HEREUNDER TO REPURCHASE ALL
PURCHASED ASSETS AT THE REPURCHASE PRICE THEREFOR ON THE REPURCHASE DATE FOR
SUCH TRANSACTIONS SHALL, AT THE ELECTION OF THE AGENT, THEREUPON BECOME
IMMEDIATELY DUE AND PAYABLE AND ALL INCOME PAID AFTER SUCH ELECTION SHALL BE
REMITTED TO AND RETAINED BY THE AGENT AND APPLIED TO THE PAYMENT OF THE
AGGREGATE REPURCHASE PRICES AND ANY OTHER AMOUNTS OWING BY SELLER HEREUNDER;
SELLER SHALL IMMEDIATELY DELIVER TO THE AGENT OR ITS DESIGNEE ANY AND ALL
41
ORIGINAL PAPERS, RECORDS AND FILES RELATING TO THE PURCHASED ASSETS SUBJECT TO
SUCH TRANSACTIONS THEN IN SELLER'S POSSESSION AND/OR CONTROL; AND ALL RIGHT,
TITLE AND INTEREST IN AND ENTITLEMENT TO SUCH PURCHASED ASSETS AND SERVICING
RIGHTS THEREON SHALL BE DEEMED, TO THE EXTENT NOT PREVIOUSLY TRANSFERRED TO
BUYERS, TRANSFERRED TO BUYERS.
(ii)
Agent shall have the right to (A) sell, on or following the
Business Day following the date on which the Repurchase Price became due and
payable pursuant to Section 20(b)(i) without notice or demand of any kind, at a
public or private sale and at such price or prices as Agent may reasonably deem
satisfactory any or all Purchased Assets or (B) in its sole discretion,
exercised in good faith, 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 the Purchased Assets against the aggregate unpaid
Repurchase Price and any other amounts owing by Seller hereunder.
The proceeds
of any disposition of Purchased Assets shall be applied first to the costs and
expenses incurred by Agent or any Buyer in connection with or as a result of an
Event of Default; second to the aggregate Repurchase Prices; third to all other
Obligations; and any amounts remaining shall be paid to Seller.
(III)
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
UNDERLYING 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, THE AGENT