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
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)
SELLER HEREBY ACKNOWLEDGES, ADMITS AND AGREES THAT SELLER'S
OBLIGATIONS UNDER THIS AGREEMENT ARE 10% RECOURSE OBLIGATIONS OF SELLER TO WHICH
SELLER PLEDGES ITS FULL FAITH AND CREDIT.
IN ADDITION TO ITS RIGHTS HEREUNDER,
BUYER SHALL HAVE THE RIGHT TO PROCEED AGAINST ANY OF SELLER'S ASSETS WHICH MAY
BE IN THE POSSESSION OF BUYER, ANY OF BUYER'S AFFILIATES OR ITS DESIGNEE
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(including the Custodian, to the extent acting as a custodian for the benefit of
the Buyer), including the right to liquidate such assets and to set-off the
proceeds against monies owed by Seller to Buyer pursuant to this Agreement.
Buyer may set off cash, the proceeds of the liquidation of the Purchased Assets
and Additional Purchased Assets, any other Collateral or its proceeds and all
other sums or obligations owed by Buyer to Seller hereunder against all of
Seller's Obligations to Buyer, whether under this Agreement, under a
Transaction, or