OR
(P)
CUSTOMER FAILS TO COMPLY WITH ANY OF THE
FINANCIAL CONDITION COVENANTS IN ACCORDANCE WITH SECTION 5.1(N); OR
(Q)
CUSTOMER SHALL CEASE AT ANY TIME TO QUALIFY
AS A REIT UNDER THE CODE; OR
(R)
CUSTOMER SHALL CEASE TO BE A PUBLICLY
TRADED COMPANY LISTED, QUOTED OR TRADED ON THE NEW YORK STOCK EXCHANGE, THE
AMERICAN STOCK EXCHANGE OR NASDAQ.
SECTION 7.2.
REMEDIES.
(A)
OPTIONAL LIQUIDATION.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF A TERMINATION EVENT (OTHER THAN A TERMINATION
EVENT DESCRIBED IN SECTIONS 7.1(G) OR 7.1(H),
62
Buyer may declare the Termination Date to have occurred whereupon the
Termination Date shall occur.
(B)
AUTOMATIC LIQUIDATION.
UPON THE OCCURRENCE
OF A TERMINATION EVENT DESCRIBED IN SECTIONS 7.1(G) OR 7.1(H), THE TERMINATION
DATE SHALL BE DEEMED TO HAVE OCCURRED AUTOMATICALLY UPON THE OCCURRENCE OF SUCH
TERMINATION EVENT.
(C)
ADDITIONAL REMEDIES.
UPON THE OCCURRENCE
OF THE TERMINATION EVENT, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES THAT
BUYER HAVE HEREUNDER, UNDER THE OTHER TRANSACTION DOCUMENTS AND UNDER APPLICABLE
LAW INCLUDING WITHOUT LIMITATION UNDER THE UCC:
(I)
BUYER MAY REQUIRE CUSTOMER TO REPURCHASE
ON DEMAND, AND CUSTOMER SHALL MAKE SUCH REPURCHASE ON DEMAND, WITHOUT RECOURSE
AGAINST BUYER AND REGARDLESS IF THE RECEIVABLES HAVE ANY VALUE, FROM BUYER, ALL
RECEIVABLES SOLD BY CUSTOMER TO BUYER, FOR AN AMOUNT EQUAL TO CUSTOMER
REPURCHASE PRICE PLUS ALL OTHER AMOUNTS PAYABLE HEREUNDER AND UNDER THE OTHER
TRANSACTION DOCUMENTS WITHOUT SET-OFF, COUNTERCLAIMS, ABATEMENT OR DEFENSE, OR
BUYER MAY SELL, TRANSFER OR LIQUIDATE, OR REQUIRE CUSTOMER TO SELL OR OTHERWISE
TRANSFER OR LIQUIDATE, ALL OR ANY OF THE RECEIVABLES, RELATED SECURITY AND/OR
WAREHOUSE ASSETS ON BEHALF OF BUYER PUBLICLY OR PRIVATELY ON SUCH TERMS AS BUYER
MAY DETERMINE ARE APPROPRIATE IN ITS DISCRETION TO ANY PERSON INCLUDING ITSELF;
AND/OR
(II)
BUYER MAY REPLACE SERVICER PURSUANT TO
SECTION 6.1 OR THE SERVICING AGREEMENT; AND/OR
(III)
TO THE EXTENT NOT DONE PREVIOUSLY, BUYER MAY
TRANSFER THE WAREHOUSE ASSETS TO BUYER OR ITS DESIGNEES;
(IV)
WITH RESPECT TO BUYER, THE RIGHT TO CARRY OUT
THE ACTION WITHIN THE SCOPE OF CUSTOMER'S APPOINTMENT OF BUYER AS
ATTORNEY-IN-FACT; AND/OR
(V)
BUYER MAY EXERCISE ITS RIGHTS UNDER ANY
TRANSACTION DOCUMENTS.
Buyer shall have the right at any time and from time to time, at Buyer's sole
discretion and without notice to Customer, (a) to enforce payment of the
Obligors' obligations and any other Warehouse Assets, and to collect and
foreclose, by legal proceedings or otherwise, the Warehouse Assets in the name
of Buyer and (b) to take control, in any manner, of any item of payment for or
proceeds of the Warehouse Assets.
Neither Buyer nor any Purchaser
Representative is obligated to pursue the Warehouse Assets or any other Person
in order to enforce Customer's obligations hereunder.
Buyer and the other
Purchaser Representatives are hereby granted a license or other applicable right
to use, without charge, Customer's labels, patents, copyrights, rights of use of
any name, trade secrets, trade names, trademarks and advertising matter, or any
property of a similar nature, as