THE PURCHASED
MORTGAGE LOANS) WHICH ARE THEN OR MAY THEREAFTER COME IN TO THE POSSESSION OF
SELLERS OR ANY THIRD PARTY ACTING FOR SELLERS.
TO OBTAIN PHYSICAL POSSESSION OF
ANY PURCHASED MORTGAGE LOANS HELD BY CUSTODIAN, ADMINISTRATIVE AGENT SHALL
PRESENT TO CUSTODIAN A TRUST RECEIPT AND CERTIFICATION.
BUYER AND
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF ALL AGREEMENTS
OF SELLERS CONTAINED IN THIS AGREEMENT.
D.
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO DIRECT ALL SERVICERS
THEN SERVICING ANY PURCHASED MORTGAGE LOANS TO REMIT ALL COLLECTIONS THEREON TO
ADMINISTRATIVE AGENT, AND IF ANY SUCH PAYMENTS ARE RECEIVED BY SELLERS, SELLER
SHALL NOT COMMINGLE THE AMOUNTS RECEIVED WITH OTHER FUNDS OF SELLERS AND SHALL
PROMPTLY PAY THEM OVER TO ADMINISTRATIVE AGENT.
ADMINISTRATIVE AGENT SHALL ALSO
HAVE THE RIGHT TO TERMINATE ANY ONE OR ALL OF THE SERVICERS THEN SERVICING ANY
PURCHASED MORTGAGE LOANS WITH OR WITHOUT CAUSE.
IN ADDITION, ADMINISTRATIVE
AGENT SHALL HAVE THE RIGHT TO IMMEDIATELY SELL THE PURCHASED MORTGAGE LOANS AND
LIQUIDATE ALL REPURCHASE ASSETS.
SUCH DISPOSITION OF PURCHASED MORTGAGE LOANS
MAY BE, AT ADMINISTRATIVE AGENT'S OPTION, ON EITHER A SERVICING-RELEASED OR A
SERVICING-RETAINED BASIS.
BUYERS SHALL BE ENTITLED TO PLACE THE PURCHASED
MORTGAGE LOANS IN A POOL FOR ISSUANCE OF MORTGAGE-BACKED SECURITIES AT THE
THEN-PREVAILING PRICE FOR SUCH SECURITIES AND TO SELL SUCH SECURITIES FOR SUCH
PREVAILING PRICE IN THE OPEN MARKET.
ADMINISTRATIVE AGENT SHALL ALSO BE
ENTITLED TO SELL ANY OR ALL OF SUCH MORTGAGE LOANS INDIVIDUALLY FOR THE
PREVAILING PRICE. ADMINISTRATIVE AGENT SHALL ALSO BE ENTITLED, IN ITS SOLE
DISCRETION TO ELECT, IN LIEU OF SELLING ALL OR A PORTION OF SUCH PURCHASED
MORTGAGE LOANS, TO GIVE THE SELLERS CREDIT FOR SUCH PURCHASED MORTGAGE LOANS AND
THE REPURCHASE ASSETS IN AN AMOUNT EQUAL TO THE MARKET VALUE OF THE PURCHASED
MORTGAGE LOANS AGAINST THE AGGREGATE UNPAID REPURCHASE PRICE AND ANY OTHER
AMOUNTS OWING BY THE SELLERS HEREUNDER.
E.
UPON THE HAPPENING OF ONE OR MORE EVENTS OF DEFAULT,
ADMINISTRATIVE AGENT MAY APPLY ANY PROCEEDS FROM THE LIQUIDATION OF THE
PURCHASED MORTGAGE LOANS
44
AND REPURCHASE ASSETS TO THE REPURCHASE PRICES HEREUNDER AND ALL OTHER
OBLIGATIONS IN THE MANNER ADMINISTRATIVE AGENT DEEMS APPROPRIATE IN ITS SOLE
DISCRETION.
F.
SELLERS SHALL BE LIABLE TO BUYERS AND ADMINISTRATIVE AGENT FOR
(I) THE AMOUNT OF ALL REASONABLE LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT
LIMITATION, ALL COSTS AND EXPENSES OF BUYERS AND ADMINISTRATIVE AGENT IN
CONNECTION WITH THE ENFORCEMENT OF THIS 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 BUYERS AND ADMINISTRATIVE
AGENT) 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