15. Events of Default
The occurrence of any “Event of Default” (as defined in the Omnibus Agreement) shall constitute an “Event of Default” hereunder. An Event of Default shall be deemed to be continuing unless expressly waived by Administrative Agent in accordance with the Omnibus Agreement in written notice to Seller.
16. Remedies Upon Default
In the event that an Event of Default shall have occurred and be continuing, and subject to the Omnibus Agreement:
a. Administrative Agent may, at its option, declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Administrative Agent shall give notice to Seller of the exercise of such option as promptly as practicable.
b. If Administrative Agent exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Section, (i) Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Administrative Agent on behalf of Buyers and applied, in Administrative Agent’s sole discretion, first to the reasonable costs and expenses including but not limited to legal fees incurred by Administrative Agent and Buyers in connection with or as a result of an Event of Default; second to the aggregate unpaid Repurchase Prices for all outstanding Transactions; and third to any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Administrative Agent or its designee the Mortgage Files relating to any Purchased Mortgage Loans subject to such Transactions then in Seller’s possession or control.
c. Administrative Agent also shall have the right on behalf of Buyers to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of Seller relating to the Purchased Mortgage Loans and Repurchase Assets and all documents relating to the Purchased Mortgage Loans (including, without limitation, any legal, credit or servicing files with respect to the Purchased Mortgage Loans and Repurchase Assets) which are then or may thereafter come in to the possession of Seller or any third party acting for Seller. To obtain physical possession of any Purchased Mortgage Loans held by Custodian, Administrative Agent shall present to Custodian a Trust Receipt. Without limiting the rights of Administrative Agent hereto to pursue all other legal and equitable rights available to Administrative Agent for Seller’s failure to perform its obligations under this Agreement, Seller acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Administrative Agent shall be