SHALL THEREUPON BECOME IMMEDIATELY DUE AND
PAYABLE; ALL INCOME PAID AFTER SUCH EXERCISE OR DEEMED EXERCISE SHALL BE
REMITTED TO AND RETAINED BY BUYER AND APPLIED TO THE AGGREGATE REPURCHASE PRICES
AND ANY OTHER AMOUNTS OWING BY SELLER HEREUNDER; SELLER SHALL IMMEDIATELY
DELIVER TO BUYER OR ITS DESIGNEE ANY AND ALL ORIGINAL PAPERS, RECORDS AND FILES
RELATING TO THE PURCHASED ASSETS SUBJECT TO SUCH TRANSACTION 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
TRANSFERRED TO BUYER.
(II)
BUYER 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) WITHOUT NOTICE OR DEMAND OF ANY
KIND, AT A PUBLIC OR PRIVATE SALE AND AT SUCH PRICE OR PRICES AS BUYER 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
40
REPURCHASE PRICE AND ANY OTHER AMOUNTS OWING BY SELLER HEREUNDER.
SELLER SHALL
REMAIN LIABLE TO BUYER FOR ANY AMOUNTS THAT REMAIN OWING TO BUYER FOLLOWING A
SALE AND/OR CREDIT UNDER THE PRECEDING SENTENCE.
THE PROCEEDS OF ANY
DISPOSITION OF PURCHASED ASSETS SHALL BE APPLIED FIRST TO THE COSTS AND EXPENSES
INCURRED BY 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, BUYER MAY
ELECT THE TIME AND MANNER OF LIQUIDATING ANY PURCHASED ASSET AND NOTHING
CONTAINED HEREIN SHALL OBLIGATE BUYER TO LIQUIDATE ANY PURCHASED ASSET ON THE
OCCURRENCE OF AN EVENT OF DEFAULT OR TO LIQUIDATE ALL PURCHASED ASSETS IN THE
SAME MANNER OR ON THE SAME BUSINESS DAY OR CONSTITUTE A WAIVER OF ANY RIGHT OR
REMEDY OF BUYER.
NOTWITHSTANDING THE FOREGOING, THE PARTIES TO THIS AGREEMENT
AGREE THAT THE TRANSACTIONS HAVE BEEN ENTERED INTO IN CONSIDERATION OF AND IN
RELIANCE UPON THE FACT THAT ALL TRANSACTIONS HEREUNDER CONSTITUTE A SINGLE
BUSINESS AND CONTRACTUAL OBLIGATION AND THAT EACH TRANSACTION HAS BEEN ENTERED
INTO IN CONSIDERATION OF THE OTHER TRANSACTIONS.
C)
SELLER