AGENT PURSUANT TO CLAUSE (C) OF THIS SUBSECTION, (II) ANY PROCEEDS FROM THE SALE
OF PURCHASED ASSETS APPLIED TO THE
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REPURCHASE PRICE PURSUANT TO SECTION 10.02(A)(IV), AND (III) ANY AMOUNTS APPLIED
TO THE REPURCHASE PRICE PURSUANT TO SECTION 10.02(A); AND
(C)
ALL INCOME ACTUALLY RECEIVED BY THE AGENT FOR THE ACCOUNT OF THE
BUYERS PURSUANT TO SECTION 5.01 (EXCLUDING ANY LATE PAYMENT FEES PAID PURSUANT
TO SECTION 3.06(A)) SHALL BE APPLIED TO THE AGGREGATE UNPAID REPURCHASE PRICE
OWED BY THE SELLER.
(III)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ONE OR MORE EVENTS
OF DEFAULT, THE AGENT SHALL HAVE THE RIGHT TO OBTAIN PHYSICAL POSSESSION OF THE
SERVICING RECORDS (SUBJECT TO THE PROVISIONS OF THE CUSTODIAL AGREEMENT) AND ALL
OTHER FILES OF THE SELLER RELATING TO THE PURCHASED ASSETS AND ALL DOCUMENTS
RELATING TO THE PURCHASED ASSETS WHICH ARE THEN OR MAY THEREAFTER COME INTO THE
POSSESSION OF THE SELLER OR ANY THIRD PARTY ACTING FOR THE SELLER AND THE SELLER
SHALL DELIVER TO THE AGENT SUCH ASSIGNMENTS AS THE AGENT SHALL REQUEST AND THE
AGENT SHALL HAVE THE RIGHT TO APPOINT ANY PERSON TO ACT AS SERVICER FOR THE
PURCHASED ASSETS.
THE AGENT SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF ALL
AGREEMENTS OF THE SELLERS CONTAINED IN THE REPURCHASE DOCUMENTS.
(IV)
AT ANY TIME ON THE BUSINESS DAY FOLLOWING WRITTEN NOTICE TO THE SELLERS
(WHICH NOTICE MAY BE THE WRITTEN NOTICE GIVEN UNDER SECTION 10.02(A)(I)), IN THE
EVENT THE SELLERS HAVE NOT REPURCHASED ALL PURCHASED ASSETS, THE AGENT MAY (A)
IMMEDIATELY SELL, WITHOUT DEMAND OR FURTHER NOTICE OF ANY KIND, AT A PUBLIC OR
PRIVATE SALE AND AT SUCH PRICE OR PRICES AS THE AGENT MAY DEEM SATISFACTORY ANY
OR ALL PURCHASED ASSETS SUBJECT TO SUCH TRANSACTIONS HEREUNDER AND APPLY THE
PROCEEDS THEREOF TO THE AGGREGATE UNPAID REPURCHASE PRICE AND ANY OTHER AMOUNTS
OWING BY THE SELLERS HEREUNDER OR (B) IN ITS SOLE DISCRETION ELECT, IN LIEU OF
SELLING ALL OR A PORTION OF SUCH PURCHASED ASSETS, TO GIVE THE SELLERS 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 THE SELLERS HEREUNDER.
THE PROCEEDS OF ANY DISPOSITION OF
PURCHASED ASSETS SHALL BE APPLIED FIRST TO THE COSTS AND EXPENSES INCURRED BY
THE AGENT OR ANY BUYER IN CONNECTION WITH ANY SELLER'S DEFAULT; SECOND TO COSTS
OF RELATED COVERING AND/OR RELATED HEDGING TRANSACTIONS; THIRD TO THE AGGREGATE
REPURCHASE PRICE; AND FOURTH TO ANY OTHER OUTSTANDING OBLIGATION OF ANY SELLER
TO THE AGENT OR ANY BUYER OR ANY OF THEIR RESPECTIVE AFFILIATES UNDER THIS
AGREEMENT.
(V)
EACH SELLER AGREES THAT THE AGENT MAY SEEK TO OBTAIN AN INJUNCTION OR AN
ORDER OF SPECIFIC PERFORMANCE TO COMPEL THE SELLER TO FULFILL ANY OF ITS
OBLIGATIONS AS SET FORTH IN ARTICLE XI, IF THE SELLER FAILS OR REFUSES TO
PERFORM ITS OBLIGATIONS AS SET FORTH THEREIN.
(VI)
EACH SELLER SHALL BE LIABLE TO THE AGENT, PAYABLE AS AND WHEN