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 LOANS ON A PARTICULAR BUSINESS DAY, OR IN A
TRANSACTION WITH THE SAME PURCHASER, OR IN THE SAME MANNER BECAUSE THE MARKET
FOR SUCH PURCHASED LOANS MAY NOT BE LIQUID. IN VIEW OF THE NATURE OF THE
PURCHASED LOANS, THE PARTIES AGREE THAT LIQUIDATION OF A TRANSACTION OR THE
PURCHASED LOANS 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.
41
ACCORDINGLY, BUYER MAY ELECT, IN ITS SOLE DISCRETION, THE TIME AND MANNER OF
LIQUIDATING ANY PURCHASED LOANS, AND NOTHING CONTAINED HEREIN SHALL (A) OBLIGATE
BUYER TO LIQUIDATE ANY PURCHASED LOANS ON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT OR TO LIQUIDATE ALL OF THE PURCHASED LOANS 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 ALL EXPENSES,
INCLUDING REASONABLE LEGAL FEES AND EXPENSES, ACTUALLY INCURRED BY BUYER IN
CONNECTION WITH OR AS A CONSEQUENCE OF AN EVENT OF DEFAULT WITH RESPECT TO
SELLER, AND ANY OTHER ACTUAL OUT-OF-POCKET LOSS, DAMAGE, COST OR EXPENSE
DIRECTLY ARISING OR RESULTING FROM THE OCCURRENCE OF AN EVENT OF DEFAULT WITH
RESPECT TO SELLER.
(VI)
BUYER SHALL HAVE, IN ADDITION TO ITS RIGHTS AND REMEDIES UNDER THE
TRANSACTION DOCUMENTS, ALL OF THE RIGHTS AND REMEDIES PROVIDED BY APPLICABLE
FEDERAL, STATE, FOREIGN, AND LOCAL LAWS (INCLUDING, WITHOUT LIMITATION, IF THE
TRANSACTIONS ARE RECHARACTERIZED AS SECURED FINANCINGS, THE RIGHTS AND REMEDIES
OF A SECURED PARTY UNDER THE UCC, TO THE EXTENT THAT THE UCC IS APPLICABLE, AND
THE RIGHT TO OFFSET ANY MUTUAL DEBT AND CLAIM), IN EQUITY, AND UNDER ANY OTHER
AGREEMENT BETWEEN BUYER AND SELLER. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, BUYER SHALL BE ENTITLED TO SET OFF THE PROCEEDS OF THE LIQUIDATION OF
THE PURCHASED LOANS AGAINST ALL OF SELLER'S OBLIGATIONS TO BUYER, WHETHER OR NOT
SUCH OBLIGATIONS ARE THEN DUE, WITHOUT PREJUDICE TO BUYER'S RIGHT TO RECOVER ANY
DEFICIENCY.
(VII)
BUYER MAY EXERCISE ANY OR ALL OF THE REMEDIES AVAILABLE TO BUYER
IMMEDIATELY UPON THE OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO SELLER
(WITH RESPECT TO WHICH BUYER HAS NOT AGREED TO FORBEARANCE OR ACCEPTED A WORKOUT
ARRANGEMENT) AND AT ANY TIME DURING THE CONTINUANCE THEREOF. ALL RIGHTS AND
REMEDIES ARISING UNDER THE TRANSACTION DOCUMENTS, AS AMENDED FROM TIME TO TIME,
ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER RIGHTS OR REMEDIES WHICH BUYER MAY
HAVE.
(VIII)
BUYER MAY ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITHOUT PRIOR
JUDICIAL PROCESS OR HEARING, AND SELLER HEREBY EXPRESSLY WAIVES ANY DEFENSES
SELLER MIGHT OTHERWISE HAVE TO REQUIRE BUYER TO ENFORCE ITS RIGHTS BY JUDICIAL
PROCESS. SELLER