OWING BY SELLER UNDER THE
TRANSACTION DOCUMENTS.
THE PROCEEDS OF ANY DISPOSITION OF ANY PURCHASED
SECURITIES OR PURCHASED LOANS EFFECTED PURSUANT TO THIS SECTION 14(B)(III) SHALL
BE APPLIED, (V) FIRST, TO THE ACTUAL OUT-OF-POCKET COSTS AND EXPENSES REASONABLY
INCURRED BY BUYER IN CONNECTION WITH SELLER'S DEFAULT; (W) SECOND, TO ACTUAL
OUT-OF-POCKET COSTS OF COVER AND/OR HEDGING TRANSACTIONS, IF ANY; (X) THIRD, TO
THE REPURCHASE PRICE; (Y) FOURTH, TO ANY OTHER OUTSTANDING OBLIGATION OF SELLER
TO THE RELATED BUYER OR ITS AFFILIATES PURSUANT TO THE TRANSACTION DOCUMENTS;
AND (Z) FIFTH, TO RETURN ANY EXCESS TO SELLER.
FOR THE PURPOSES OF SUBCLAUSE
(Y) IMMEDIATELY ABOVE, "AFFILIATES" SHALL NOT INCLUDE ANY ENTITY THAT CONTROLS
OR IS UNDER COMMON CONTROL WITH CITIGROUP GLOBAL MARKETS INC., BUT MAY INCLUDE
CITIGROUP GLOBAL MARKETS INC. AND ANY ENTITY CONTROLLED BY IT.
(IV)
THE PARTIES RECOGNIZE THAT IT MAY NOT BE
POSSIBLE TO PURCHASE OR SELL ALL OF THE PURCHASED SECURITIES AND 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 SECURITIES AND PURCHASED
LOANS MAY NOT BE LIQUID.
IN VIEW OF THE NATURE OF THE PURCHASED SECURITIES AND
PURCHASED LOANS, THE PARTIES AGREE THAT LIQUIDATION OF A TRANSACTION OR THE
48
PURCHASED SECURITIES AND 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, EACH BUYER MAY ELECT, IN
ITS SOLE DISCRETION, THE TIME AND MANNER OF LIQUIDATING ANY PURCHASED SECURITIES
AND PURCHASED LOANS, AND NOTHING CONTAINED HEREIN SHALL (A) OBLIGATE BUYER TO
LIQUIDATE ANY PURCHASED SECURITIES AND PURCHASED LOANS ON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT OR TO LIQUIDATE ALL OF THE
PURCHASED SECURITIES AND PURCHASED LOANS IN THE SAME MANNER OR ON THE SAME
BUSINESS DAY OR (B) CONSTITUTE A WAIVER OF ANY RIGHT OR REMEDY OF EACH BUYER.
(V)
SELLER SHALL BE LIABLE TO EACH BUYER FOR (A)
THE AMOUNT OF ALL ACTUAL OUT-OF-POCKET EXPENSES, INCLUDING REASONABLE LEGAL FEES
AND EXPENSES, ACTUALLY INCURRED SUCH BUYER IN CONNECTION WITH OR AS A
CONSEQUENCE OF AN EVENT OF DEFAULT WITH RESPECT TO SELLER, (B) ALL ACTUAL COSTS
INCURRED IN CONNECTION WITH COVERING TRANSACTIONS OR HEDGING TRANSACTIONS, AND
(C) ANY OTHER ACTUAL LOSS, DAMAGE, COST OR EXPENSE DIRECTLY ARISING OR RESULTING
FROM THE OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO SELLER.
(VI)
EACH BUYER SHALL HAVE, IN ADDITION TO ITS
RIGHTS AND REMEDIES UNDER THE TRANSACTION DOCUMENTS, ALL OF THE RIGHTS AND
REMEDIES PROVIDED BY APPLICABLE FEDERAL, STATE, FOREIGN, AND LOCAL LAWS
(INCLUDING, WITHOUT LIMITATION, IF THE TRANSACTIONS ARE RECHARACTERIZED AS
SECURED FINANCINGS, THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UCC OF
THE STATE OF NEW YORK, TO THE EXTENT THAT THE UCC IS APPLICABLE, AND THE RIGHT
TO OFFSET ANY MUTUAL DEBT AND CLAIM), IN EQUITY, AND UNDER ANY OTHER AGREEMENT
BETWEEN SUCH BUYER AND SELLER.