FAIL TO PERFORM
ANY OF THE TERMS, COVENANTS, OBLIGATIONS OR CONDITIONS OF THIS AGREEMENT, OTHER
THAN AS SPECIFICALLY OTHERWISE REFERRED TO IN THIS DEFINITION OF "EVENT OF
DEFAULT", AND SUCH BREACH OR FAILURE TO PERFORM IS NOT REMEDIED WITHIN THIRTY
(30) DAYS AFTER NOTICE THEREOF TO SELLER OR BUYER FROM THE APPLICABLE PARTY OR
ITS SUCCESSORS OR ASSIGNS.
(B)
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING WITH RESPECT
TO SELLER, THE FOLLOWING RIGHTS AND REMEDIES SHALL BE AVAILABLE TO EACH BUYER:
(I)
AT THE OPTION OF EACH BUYER, EXERCISED
BY WRITTEN NOTICE TO SELLER (WHICH OPTION SHALL BE DEEMED TO HAVE BEEN
EXERCISED, EVEN IF NO NOTICE IS GIVEN, IMMEDIATELY UPON THE OCCURRENCE OF AN ACT
OF INSOLVENCY), THE REPURCHASE DATE FOR EACH TRANSACTION HEREUNDER SHALL, IF IT
HAS NOT ALREADY OCCURRED, BE DEEMED IMMEDIATELY TO OCCUR (THE DATE ON WHICH SUCH
OPTION IS EXERCISED OR DEEMED TO HAVE BEEN EXERCISED BEING REFERRED TO
HEREINAFTER AS THE "ACCELERATED REPURCHASE DATE").
(II)
IF BUYER EXERCISES OR IS DEEMED TO HAVE
EXERCISED THE OPTION REFERRED TO IN SECTION 14(B)(I) OF THIS AGREEMENT:
(A)
SELLER'S OBLIGATIONS HEREUNDER TO REPURCHASE
ALL PURCHASED SECURITIES AND PURCHASED LOANS SHALL BECOME IMMEDIATELY DUE AND
PAYABLE ON AND AS OF THE ACCELERATED REPURCHASE DATE; AND
47
(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 SECTION 5 OF THIS AGREEMENT
AND APPLIED TO SUCH REPURCHASE PRICE, AND (II) ANY AMOUNTS APPLIED TO THE
REPURCHASE PRICE PURSUANT TO SECTION 14(B)(III) OF THIS AGREEMENT); AND (C) THE
CUSTODIAN SHALL, UPON THE REQUEST OF A BUYER, DELIVER TO SUCH BUYER ALL
INSTRUMENTS, CERTIFICATES AND OTHER DOCUMENTS THEN HELD BY THE CUSTODIAN
RELATING TO THE PURCHASED SECURITIES AND PURCHASED LOANS.
(III)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT
WITH RESPECT TO SELLER, EACH BUYER MAY (A) IMMEDIATELY SELL, AT A PUBLIC OR
PRIVATE SALE IN A COMMERCIALLY REASONABLE MANNER AND AT SUCH PRICE OR PRICES AS
THE APPLICABLE BUYER MAY REASONABLY DEEM SATISFACTORY ANY OR ALL OF THE
PURCHASED SECURITIES AND PURCHASED LOANS OR (B) IN ITS SOLE DISCRETION ELECT, IN
LIEU OF SELLING ALL OR A PORTION OF SUCH PURCHASED SECURITIES AND PURCHASED
LOANS, TO GIVE SELLER CREDIT FOR SUCH PURCHASED SECURITIES AND PURCHASED LOANS
IN AN AMOUNT EQUAL TO THE MARKET VALUE OF SUCH PURCHASED SECURITIES AND
PURCHASED LOANS AGAINST THE AGGREGATE UNPAID REPURCHASE PRICE FOR SUCH PURCHASED
SECURITIES AND PURCHASED LOANS AND ANY OTHER AMOUNTS