THE AMOUNT OF ALL REASONABLE LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT
LIMITATION, ALL COSTS AND EXPENSES OF BUYER IN CONNECTION WITH THE ENFORCEMENT
OF THIS REPURCHASE AGREEMENT OR ANY OTHER AGREEMENT EVIDENCING A TRANSACTION,
WHETHER IN ACTION, SUIT OR LITIGATION OR BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR
PROCEEDING AFFECTING CREDITORS' RIGHTS GENERALLY, FURTHER INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND EXPENSES OF COUNSEL (INCLUDING THE COSTS OF
INTERNAL COUNSEL OF BUYER) INCURRED IN CONNECTION WITH OR AS A RESULT OF AN
EVENT OF DEFAULT, (II) DAMAGES IN AN AMOUNT EQUAL TO THE COST (INCLUDING ALL
FEES, EXPENSES AND COMMISSIONS) OF ENTERING INTO REPLACEMENT TRANSACTIONS AND
ENTERING INTO OR TERMINATING HEDGE TRANSACTIONS IN CONNECTION WITH OR AS A
RESULT OF AN EVENT OF DEFAULT, AND (III) ANY OTHER LOSS, DAMAGE, COST OR EXPENSE
DIRECTLY ARISING OR RESULTING FROM THE OCCURRENCE OF AN EVENT OF DEFAULT IN
RESPECT OF A TRANSACTION.
(VI)
THE BUYER SHALL HAVE, IN ADDITION TO ITS
RIGHTS HEREUNDER, ANY RIGHTS OTHERWISE AVAILABLE TO IT UNDER ANY OTHER AGREEMENT
OR APPLICABLE LAW.
51
(B)
BUYER MAY EXERCISE ONE OR MORE OF THE
REMEDIES AVAILABLE TO BUYER IMMEDIATELY UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT AND AT ANY TIME THEREAFTER WITHOUT NOTICE TO THE SELLERS.
ALL RIGHTS
AND REMEDIES ARISING UNDER THIS REPURCHASE AGREEMENT AS AMENDED FROM TIME TO
TIME HEREUNDER ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER RIGHTS OR REMEDIES
WHICH BUYER MAY HAVE.
(C)
BUYER MAY ENFORCE ITS RIGHTS AND REMEDIES
HEREUNDER WITHOUT PRIOR JUDICIAL PROCESS OR HEARING, AND EACH SELLER HEREBY
EXPRESSLY WAIVES ANY DEFENSES SUCH SELLER MIGHT OTHERWISE HAVE TO REQUIRE BUYER
TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS.
EACH SELLER ALSO WAIVES ANY DEFENSE
(OTHER THAN A DEFENSE OF PAYMENT OR PERFORMANCE) SUCH SELLER MIGHT OTHERWISE
HAVE ARISING FROM THE USE OF NONJUDICIAL PROCESS, ENFORCEMENT AND SALE OF ALL OR
ANY PORTION OF THE REPURCHASE ASSETS, OR FROM ANY OTHER ELECTION OF REMEDIES.
EACH SELLER RECOGNIZES THAT NONJUDICIAL REMEDIES ARE CONSISTENT WITH THE USAGES
OF THE TRADE, ARE RESPONSIVE TO COMMERCIAL NECESSITY AND ARE THE RESULT OF A
BARGAIN AT ARM'S LENGTH.
(D)
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE SELLERS SHALL BE LIABLE TO THE BUYER FOR INTEREST ON ANY AMOUNTS OWING BY
THE SELLERS HEREUNDER, FROM THE DATE THE SELLERS BECOME LIABLE FOR SUCH AMOUNTS
HEREUNDER UNTIL SUCH AMOUNTS ARE (I) PAID IN FULL BY THE SELLERS OR
(II) SATISFIED IN FULL BY THE EXERCISE OF THE BUYER'S RIGHTS HEREUNDER.
INTEREST ON ANY SUM PAYABLE BY THE SELLERS TO THE BUYER UNDER THIS
PARAGRAPH 14(D) SHALL BE AT A RATE EQUAL TO THE POST-DEFAULT RATE.
(E)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT,
THE BUYER MAY OBTAIN A LIFE OF LOAN, TRANSFERABLE REAL ESTATE TAX SERVICE
CONTRACT WITH AN APPROVED TAX SERVICE CONTRACT PROVIDER ON EACH MORTGAGE LOAN AT
THE SOLE COST AND EXPENSE OF THE SELLERS.
(F)
UPON THE OCCURRENCE OF A DEFAULT OR EVENT
OF DEFAULT, THE SELLERS SHALL PROVIDE TO BUYER, WITHIN 24 HOURS OF REQUEST