LOANS AND/OR (B) IN ITS SOLE DISCRETION ELECT, IN LIEU OF
SELLING ALL OR A PORTION OF SUCH PURCHASED LOANS, TO GIVE SELLER CREDIT FOR SUCH
PURCHASED LOANS IN AN AMOUNT EQUAL TO THE MARKET VALUE OF THE PURCHASED LOANS
AGAINST THE AGGREGATE UNPAID REPURCHASE PRICE AND ANY OTHER AMOUNTS OWING BY
SELLER HEREUNDER. SELLERS 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 LOANS SHALL BE APPLIED
FIRST TO THE REASONABLE COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH
OR AS A RESULT OF AN EVENT OF DEFAULT; SECOND TO BREAKAGE COSTS, IF ANY, COSTS
OF COVER AND/OR RELATED HEDGING TRANSACTIONS; THIRD TO THE AGGREGATE REPURCHASE
PRICES; AND FOURTH TO ALL OTHER OBLIGATIONS.
(III)
BUYER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND DECLARE ALL
OBLIGATIONS OF SELLER TO BE IMMEDIATELY DUE AND PAYABLE, BY A NOTICE IN
ACCORDANCE WITH SECTION 21 HEREOF.
(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 UNDERLYING 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. ACCORDINGLY, BUYER MAY ELECT THE TIME AND MANNER OF LIQUIDATING ANY
PURCHASED LOAN AND NOTHING CONTAINED HEREIN SHALL OBLIGATE BUYER TO LIQUIDATE
ANY PURCHASED LOAN ON THE OCCURRENCE OF AN EVENT OF DEFAULT OR TO LIQUIDATE ALL
PURCHASED LOANS 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.
(V)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER WAIVES ALL CLAIMS,
DAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE BUYER ARISING OUT OF THE EXERCISE
BY THE BUYER OF ANY OF ITS RIGHTS HEREUNDER, OTHER THAN THOSE CLAIMS, DAMAGES
AND DEMANDS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
BUYER. IF ANY NOTICE OF A PROPOSED SALE OR OTHER DISPOSITION OF PURCHASED ITEMS
SHALL BE REQUIRED BY LAW, SUCH NOTICE SHALL BE DEEMED REASONABLE AND PROPER IF
GIVEN AT LEAST 10 DAYS BEFORE SUCH SALE OR OTHER DISPOSITION.
(B)
EACH SELLER HEREBY ACKNOWLEDGES, ADMITS AND
AGREES THAT SELLERS' OBLIGATIONS UNDER THIS AGREEMENT ARE JOINT AND SEVERAL
RECOURSE OBLIGATIONS OF THE SELLERS TO WHICH EACH SELLER PLEDGES ITS FULL FAITH
AND CREDIT.