PURCHASED SECURITIES.
(III)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO
SELLER, BUYER MAY (A) IMMEDIATELY SELL, AT A PUBLIC OR PRIVATE SALE (PROVIDED
ANY SUCH SALE OF THE ELIGIBLE GNMA SECURITIES SHALL BE MADE IN A RECOGNIZED
MARKET) IN A COMMERCIALLY REASONABLE MANNER AND AT SUCH PRICE OR PRICES AS BUYER
MAY REASONABLY DEEM SATISFACTORY ANY OR ALL OF THE PURCHASED SECURITIES OR (B)
IN ITS SOLE DISCRETION ELECT, IN LIEU OF SELLING ALL OR A PORTION OF SUCH
PURCHASED SECURITIES, TO GIVE SELLER CREDIT FOR SUCH PURCHASED SECURITIES IN AN
AMOUNT EQUAL TO THE MARKET VALUE OF SUCH PURCHASED SECURITIES AGAINST THE
AGGREGATE UNPAID REPURCHASE PRICE FOR SUCH PURCHASED SECURITIES AND ANY OTHER
AMOUNTS OWING BY SELLER UNDER THE TRANSACTION DOCUMENTS.
THE BUYER SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO PROVIDE TO THE SELLER WRITTEN NOTICE OF ANY
SUCH SALE.
THE PROCEEDS OF ANY DISPOSITION OF PURCHASED SECURITIES EFFECTED
PURSUANT TO THIS SECTION 14(A)(III) SHALL BE APPLIED, (V) FIRST, TO THE
REASONABLE COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH SELLER'S
DEFAULT; (W) SECOND, TO COSTS OF COVER AND/OR HEDGING TRANSACTIONS, IF ANY; (X)
THIRD, TO
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THE REPURCHASE PRICE; (Y) FOURTH, TO THE EXIT FEE AND ANY OTHER OUTSTANDING
OBLIGATION OF SELLER TO BUYER OR ITS AFFILIATES; AND (Z) FIFTH, TO RETURN ANY
EXCESS TO SELLER.
(IV)
THE PARTIES RECOGNIZE THAT IT MAY NOT BE POSSIBLE TO PURCHASE OR
SELL ALL OF THE ELIGIBLE CRIIMI SECURITIES ON A PARTICULAR BUSINESS DAY, OR IN A
TRANSACTION WITH THE SAME PURCHASER, OR IN THE SAME MANNER BECAUSE THE MARKET
FOR SUCH ELIGIBLE CRIIMI SECURITIES MAY NOT BE LIQUID.
IN VIEW OF THE NATURE OF
THE ELIGIBLE CRIIMI SECURITIES, THE PARTIES AGREE THAT LIQUIDATION OF A
TRANSACTION OR THE ELIGIBLE CRIIMI SECURITIES 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
ITS SOLE DISCRETION, THE TIME AND MANNER OF LIQUIDATING ANY ELIGIBLE CRIIMI
SECURITIES, AND NOTHING CONTAINED HEREIN SHALL (A) OBLIGATE BUYER TO LIQUIDATE
ANY ELIGIBLE CRIIMI SECURITIES ON THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT OR TO LIQUIDATE ALL OF THE ELIGIBLE CRIIMI SECURITIES IN THE
SAME MANNER OR ON THE SAME BUSINESS DAY OR (B) CONSTITUTE A WAIVER OF ANY RIGHT
OR REMEDY OF BUYER.
(V)
SELLER SHALL BE LIABLE TO BUYER FOR (A) THE AMOUNT OF ALL
EXPENSES, INCLUDING REASONABLE LEGAL FEES AND EXPENSES, ACTUALLY INCURRED BY
BUYER IN CONNECTION WITH OR AS A CONSEQUENCE OF AN EVENT OF DEFAULT WITH RESPECT
TO SELLER, (B) ALL COSTS INCURRED IN CONNECTION WITH COVERING TRANSACTIONS OR
HEDGING TRANSACTIONS, AND (C) ANY OTHER LOSS, DAMAGE, COST OR EXPENSE DIRECTLY
ARISING OR RESULTING FROM THE OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO
SELLER (BUT EXCLUDING CONSEQUENTIAL DAMAGES AND ANY LOST PROFIT OR OPPORTUNITY).
(VI)
BUYER SHALL HAVE, IN ADDITION TO ITS RIGHTS AND REMEDIES UNDER THE