THE "ACCELERATED REPURCHASE DATE").
(II)
IF BUYER EXERCISES OR IS DEEMED TO HAVE EXERCISED THE OPTION
REFERRED TO IN ARTICLE 13(B)(I) OF THIS AGREEMENT:
(A)
SELLER'S OBLIGATIONS HEREUNDER TO REPURCHASE ALL PURCHASED ASSETS
SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON AND AS OF THE ACCELERATED REPURCHASE
DATE; AND
(B)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE REPURCHASE PRICE
WITH RESPECT TO EACH TRANSACTION (DETERMINED AS OF THE ACCELERATED REPURCHASE
DATE) SHALL BE INCREASED BY THE AGGREGATE AMOUNT OBTAINED BY DAILY APPLICATION
OF, ON A 360 DAY PER YEAR BASIS FOR THE ACTUAL NUMBER OF DAYS DURING THE PERIOD
FROM AND INCLUDING THE ACCELERATED REPURCHASE DATE TO BUT EXCLUDING THE DATE OF
PAYMENT OF THE REPURCHASE PRICE (AS SO INCREASED), (X) THE PRICING RATE FOR SUCH
TRANSACTION MULTIPLIED BY (Y) THE REPURCHASE PRICE FOR SUCH TRANSACTION
(DECREASED BY (I) ANY AMOUNTS ACTUALLY REMITTED TO BUYER BY THE DEPOSITORY OR
SELLER FROM TIME TO TIME PURSUANT TO ARTICLE 5 OF THIS AGREEMENT AND APPLIED TO
SUCH REPURCHASE PRICE, AND (II) ANY AMOUNTS APPLIED TO THE REPURCHASE PRICE
PURSUANT TO ARTICLE 13(B)(III) OF THIS AGREEMENT); AND
59
(C)
THE CUSTODIAN SHALL, UPON THE REQUEST OF BUYER, DELIVER TO BUYER
ALL INSTRUMENTS, CERTIFICATES AND OTHER DOCUMENTS THEN HELD BY THE CUSTODIAN
RELATING TO THE PURCHASED ASSETS.
(III)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO
SELLER, BUYER MAY (A) IMMEDIATELY SELL, AT A PUBLIC OR PRIVATE SALE IN A
COMMERCIALLY REASONABLE MANNER AND AT SUCH PRICE OR PRICES AS BUYER MAY DEEM
SATISFACTORY ANY OR ALL OF THE PURCHASED ASSETS, AND/OR (B) IN ITS SOLE
DISCRETION 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 SUCH PURCHASED ASSETS AGAINST THE AGGREGATE UNPAID REPURCHASE PRICE FOR
SUCH PURCHASED ASSETS AND ANY OTHER AMOUNTS OWING BY SELLER UNDER THE
TRANSACTION DOCUMENTS.
THE PROCEEDS OF ANY DISPOSITION OF PURCHASED ASSETS
EFFECTED PURSUANT TO THIS ARTICLE 13(B)(III) SHALL BE APPLIED, (U) FIRST, TO THE
COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH SELLER'S DEFAULT; (V)
SECOND, TO CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, COSTS OF COVER
AND/OR HEDGING TRANSACTIONS, IF ANY; (W) THIRD, TO THE REPURCHASE PRICE; (X)
FOURTH, TO ANY OTHER OUTSTANDING OBLIGATION OF SELLER TO BUYER; AND (Y) FIFTH,
TO RETURN ANY EXCESS TO SELLER.
(IV)
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
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, IN