SUCH
EXERCISE OR DEEMED EXERCISE SHALL BE REMITTED TO AND RETAINED BY BUYER AND
APPLIED TO THE AGGREGATE REPURCHASE PRICES AND ANY OTHER AMOUNTS OWING BY SELLER
HEREUNDER; SELLER SHALL IMMEDIATELY DELIVER TO BUYER OR ITS DESIGNEE ANY AND ALL
ORIGINAL PAPERS, RECORDS AND FILES RELATING TO THE PURCHASED ASSETS SUBJECT TO
SUCH TRANSACTION THEN IN SELLER'S POSSESSION AND/OR CONTROL; AND ALL RIGHT,
TITLE AND INTEREST IN AND ENTITLEMENT TO SUCH PURCHASED ASSETS AND SERVICING
RIGHTS THEREON SHALL BE DEEMED TRANSFERRED TO BUYER.
(II)
BUYER SHALL HAVE THE RIGHT TO (A) SELL, ON OR
FOLLOWING THE BUSINESS DAY FOLLOWING THE DATE ON WHICH THE REPURCHASE PRICE
BECAME DUE AND PAYABLE PURSUANT TO SECTION 20(B) WITHOUT NOTICE OR DEMAND OF ANY
KIND, AT A PUBLIC OR PRIVATE SALE AND AT SUCH PRICE OR PRICES AS BUYER MAY
REASONABLY DEEM SATISFACTORY ANY OR ALL PURCHASED ASSETS OR (B) IN ITS SOLE
DISCRETION, EXERCISED IN GOOD FAITH, ELECT, IN LIEU OF SELLING ALL OR A PORTION
OF SUCH PURCHASED ASSETS, TO GIVE SELLER CREDIT FOR SUCH PURCHASED ASSETS IN AN
AMOUNT EQUAL TO THE MARKET VALUE OF THE PURCHASED ASSETS AGAINST THE AGGREGATE
UNPAID
40
REPURCHASE PRICE AND ANY OTHER AMOUNTS OWING BY SELLER HEREUNDER.
SELLER SHALL
REMAIN LIABLE TO BUYER FOR ANY AMOUNTS THAT REMAIN OWING TO BUYER FOLLOWING A
SALE AND/OR CREDIT UNDER THE PRECEDING SENTENCE.
THE PROCEEDS OF ANY
DISPOSITION OF PURCHASED ASSETS SHALL BE APPLIED: FIRST, TO THE COSTS AND
EXPENSES INCURRED BY BUYER IN CONNECTION WITH OR AS A RESULT OF AN EVENT OF
DEFAULT; SECOND, TO THE AGGREGATE REPURCHASE PRICES; THIRD, TO ALL OTHER
OBLIGATIONS; AND ANY AMOUNTS REMAINING SHALL BE PAID TO SELLER.
(III)
THE PARTIES RECOGNIZE THAT IT MAY NOT BE POSSIBLE
TO PURCHASE OR SELL ALL OF THE PURCHASED ASSETS ON A PARTICULAR BUSINESS DAY, OR
IN A TRANSACTION WITH THE SAME PURCHASER, OR IN THE SAME MANNER BECAUSE THE
MARKET FOR SUCH PURCHASED ASSETS MAY NOT BE LIQUID.
IN VIEW OF THE NATURE OF
THE PURCHASED ASSETS, THE PARTIES AGREE THAT LIQUIDATION OF A TRANSACTION OR THE
UNDERLYING PURCHASED ASSETS 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 THE TIME AND
MANNER OF LIQUIDATING ANY PURCHASED ASSET AND NOTHING CONTAINED HEREIN SHALL
OBLIGATE BUYER TO LIQUIDATE ANY PURCHASED ASSET ON THE OCCURRENCE OF AN EVENT OF
DEFAULT OR TO LIQUIDATE ALL PURCHASED ASSETS IN THE SAME MANNER OR ON THE SAME
BUSINESS DAY OR CONSTITUTE A WAIVER OF ANY RIGHT OR REMEDY OF BUYER.
NOTWITHSTANDING THE FOREGOING, THE PARTIES TO THIS AGREEMENT AGREE THAT THE
TRANSACTIONS HAVE BEEN ENTERED INTO IN CONSIDERATION OF AND IN RELIANCE UPON THE
FACT THAT ALL TRANSACTIONS HEREUNDER CONSTITUTE A SINGLE BUSINESS AND
CONTRACTUAL OBLIGATION AND THAT EACH TRANSACTION HAS BEEN ENTERED INTO IN
CONSIDERATION OF THE OTHER TRANSACTIONS.
C)
IN ADDITION TO ITS RIGHTS HEREUNDER,
BUYER SHALL HAVE THE RIGHT TO