TO
THE MARKET VALUE OF THE PURCHASED MORTGAGE LOANS AGAINST THE AGGREGATE UNPAID
REPURCHASE PRICE AND ANY OTHER AMOUNTS OWING BY THE SELLERS HEREUNDER.
E.
UPON THE HAPPENING OF ONE OR MORE EVENTS OF DEFAULT, BUYER MAY APPLY ANY
PROCEEDS FROM THE LIQUIDATION OF THE PURCHASED MORTGAGE LOANS AND REPURCHASE
ASSETS TO THE REPURCHASE PRICES HEREUNDER AND ALL OTHER OBLIGATIONS IN THE
MANNER BUYER DEEMS APPROPRIATE IN ITS SOLE DISCRETION.
F.
THE SELLERS SHALL BE LIABLE TO BUYER FOR (I) THE AMOUNT OF ALL REASONABLE
LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL COSTS AND EXPENSES
OF THE BUYER IN CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER
AGREEMENT EVIDENCING A TRANSACTION, WHETHER IN ANY ACTION, SUIT OR LITIGATION OR
BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR PROCEEDING AFFECTING CREDITORS' RIGHTS
GENERALLY, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES OF
COUNSEL (INCLUDING THE COSTS OF INTERNAL COUNSEL OF BUYER) INCURRED IN
CONNECTION WITH OR AS A RESULT OF AN EVENT OF DEFAULT), (II) DAMAGES IN AN
AMOUNT EQUAL TO THE COST (INCLUDING ALL FEES, EXPENSES AND COMMISSIONS) OF
ENTERING INTO REPLACEMENT TRANSACTIONS AND ENTERING INTO OR TERMINATING HEDGE
TRANSACTIONS IN CONNECTION WITH OR AS A RESULT OF AN EVENT OF DEFAULT, AND (III)
ANY OTHER LOSS, DAMAGE, COST OR EXPENSE DIRECTLY ARISING OR RESULTING FROM THE
OCCURRENCE OF AN EVENT OF DEFAULT IN RESPECT OF A TRANSACTION.
G.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SELLERS SHALL BE LIABLE TO
BUYER FOR INTEREST ON ANY AMOUNTS OWING BY THE SELLERS HEREUNDER, FROM THE DATE
THE SELLERS BECOMES LIABLE FOR SUCH AMOUNTS HEREUNDER UNTIL SUCH AMOUNTS ARE (I)
PAID IN FULL BY SELLER OR (II) SATISFIED IN FULL BY THE EXERCISE OF BUYER'S
RIGHTS HEREUNDER.
INTEREST ON ANY SUM PAYABLE BY THE SELLERS UNDER THIS
SECTION 16(G) SHALL BE AT A RATE EQUAL TO THE POST DEFAULT RATE.
H.
BUYER SHALL HAVE, IN ADDITION TO ITS RIGHTS HEREUNDER, ANY RIGHTS OTHERWISE
AVAILABLE TO IT UNDER ANY OTHER AGREEMENT OR APPLICABLE LAW.
50
I.
BUYER MAY EXERCISE ONE OR MORE OF THE REMEDIES AVAILABLE TO BUYER
IMMEDIATELY UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND, EXCEPT TO THE EXTENT
PROVIDED IN SUBSECTIONS (A) AND (D) OF THIS SECTION, AT ANY TIME THEREAFTER
WITHOUT NOTICE TO THE SELLERS.
ALL RIGHTS AND REMEDIES ARISING UNDER THIS
AGREEMENT AS AMENDED FROM TIME TO TIME HEREUNDER ARE CUMULATIVE AND NOT
EXCLUSIVE OF ANY OTHER RIGHTS OR REMEDIES WHICH BUYER MAY HAVE.
J.
BUYER MAY ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITHOUT PRIOR JUDICIAL
PROCESS OR HEARING, AND EACH SELLER HEREBY EXPRESSLY WAIVES ANY DEFENSES SUCH
SELLER MIGHT OTHERWISE HAVE TO REQUIRE BUYER TO ENFORCE ITS RIGHTS BY JUDICIAL
PROCESS.
EACH SELLER ALSO WAIVES ANY DEFENSE (OTHER THAN A DEFENSE OF PAYMENT
OR PERFORMANCE) SUCH SELLER MIGHT OTHERWISE HAVE ARISING FROM THE USE OF
NONJUDICIAL PROCESS, ENFORCEMENT AND SALE OF ALL OR ANY PORTION OF THE
REPURCHASE ASSETS, OR FROM ANY OTHER ELECTION OF REMEDIES.
EACH SELLER
RECOGNIZES THAT NONJUDICIAL REMEDIES ARE CONSISTENT