IN CONTROL OF THE SELLER SHALL HAVE OCCURRED WITHOUT
THE PRIOR CONSENT OF THE BUYER; OR
M)
THE SELLER SHALL GRANT, OR SUFFER TO EXIST, ANY LIEN ON ANY OF
THE PURCHASED ASSETS OR THE COLLATERAL EXCEPT THE LIENS CONTEMPLATED HEREBY; OR
THE LIENS CONTEMPLATED HEREBY SHALL CEASE TO BE FIRST PRIORITY PERFECTED LIENS
ON THE PURCHASED ASSETS OR THE COLLATERAL IN FAVOR OF THE BUYER OR SHALL BE
LIENS IN FAVOR OF ANY PERSON OTHER THAN THE BUYER; OR
N)
THE BUYER SHALL REASONABLY REQUEST, SPECIFYING THE REASONS FOR
SUCH REQUEST, INFORMATION, AND/OR WRITTEN RESPONSES TO SUCH REQUESTS, REGARDING
THE FINANCIAL WELL-BEING OF THE SELLER AND SUCH INFORMATION AND/OR RESPONSES
SHALL NOT HAVE BEEN PROVIDED WITHIN FIVE (5) BUSINESS DAYS OF SUCH REQUEST; OR
O)
THE SELLER OR ANY SUBSIDIARY OR AFFILIATE OF THE SELLER SHALL
DEFAULT UNDER, OR FAIL TO PERFORM AS REQUIRED UNDER, OR SHALL OTHERWISE
MATERIALLY BREACH THE TERMS OF ANY INSTRUMENT, AGREEMENT OR CONTRACT BETWEEN THE
SELLER OR SUCH OTHER ENTITY, ON THE ONE HAND, AND THE BUYER OR ANY OF THE
BUYER'S AFFILIATES ON THE OTHER; OR THE SELLER OR ANY SUBSIDIARY OR AFFILIATE OF
THE SELLER SHALL DEFAULT UNDER, OR FAIL TO PERFORM AS REQUESTED UNDER, THE TERMS
OF ANY REPURCHASE AGREEMENT, LOAN AND SECURITY AGREEMENT OR SIMILAR CREDIT
FACILITY OR AGREEMENT FOR BORROWED FUNDS ENTERED INTO BY THE SELLER OR SUCH
OTHER ENTITY AND ANY THIRD PARTY, WHICH DEFAULT OR FAILURE ENTITLES ANY PARTY TO
REQUIRE ACCELERATION OR PREPAYMENT OF ANY INDEBTEDNESS THEREUNDER IN AN AMOUNT
GREATER THAN $250,000.
20.
REMEDIES
Upon the occurrence of an Event of Default, Buyer, at its option (which option
shall be deemed to have been exercised immediately upon the occurrence of an
Event of Default pursuant to Section 19(f) or (g) hereof), shall have any or all
of the following rights and remedies, which may be exercised by Buyer:
38
A)
THE REPURCHASE DATE FOR EACH TRANSACTION HEREUNDER SHALL BE
DEEMED IMMEDIATELY TO OCCUR.
B)
(I)
SELLER'S OBLIGATIONS HEREUNDER TO REPURCHASE ALL
PURCHASED ASSETS AT THE REPURCHASE PRICE THEREFOR ON THE REPURCHASE DATE IN SUCH
TRANSACTIONS SHALL THEREUPON BECOME IMMEDIATELY DUE AND PAYABLE; ALL INCOME PAID
AFTER 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