REPURCHASE OBLIGATIONS.
(C)
BUYER AGREES TO ACT AS AGENT FOR AND ON BEHALF OF THE AFFILIATED
HEDGE COUNTERPARTIES WITH RESPECT TO THE SECURITY INTEREST GRANTED HEREBY TO
SECURE THE OBLIGATIONS OWING TO THE AFFILIATED HEDGE COUNTERPARTIES UNDER ANY
HEDGING TRANSACTIONS, INCLUDING,
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WITHOUT LIMITATION, WITH RESPECT TO THE PURCHASED ASSETS AND THE PURCHASED ASSET
FILES HELD BY THE CUSTODIAN PURSUANT TO THE CUSTODIAL AGREEMENT.
(D)
BUYER'S SECURITY INTEREST IN THE COLLATERAL AND PURCHASED ITEMS
SHALL TERMINATE ONLY UPON TERMINATION OF SELLER'S OBLIGATIONS UNDER THIS
AGREEMENT, ALL HEDGING TRANSACTIONS AND THE DOCUMENTS DELIVERED IN CONNECTION
HEREWITH AND THEREWITH.
UPON SUCH TERMINATION, BUYER SHALL DELIVER TO SELLER
SUCH UCC TERMINATION STATEMENTS AND OTHER RELEASE DOCUMENTS AS MAY BE
COMMERCIALLY REASONABLE AND RETURN THE PURCHASED ASSETS TO SELLER AND RECONVEY
THE PURCHASED ITEMS TO SELLER AND RELEASE ITS SECURITY INTEREST IN THE
COLLATERAL.
FOR PURPOSES OF THE GRANT OF THE SECURITY INTEREST PURSUANT TO THIS
ARTICLE 6, THIS AGREEMENT SHALL BE DEEMED TO CONSTITUTE A SECURITY AGREEMENT
UNDER THE NEW YORK UNIFORM COMMERCIAL CODE (THE "UCC").
BUYER SHALL HAVE ALL OF
THE RIGHTS AND MAY EXERCISE ALL OF THE REMEDIES OF A SECURED CREDITOR UNDER THE
UCC AND THE OTHER LAWS OF THE STATE OF NEW YORK.
IN FURTHERANCE OF THE
FOREGOING, (A) BUYER, AT SELLER'S SOLE COST AND EXPENSE, SHALL CAUSE TO BE FILED
IN SUCH LOCATIONS AS MAY BE NECESSARY TO PERFECT AND MAINTAIN PERFECTION AND
PRIORITY OF THE SECURITY INTEREST GRANTED HEREBY, UCC FINANCING STATEMENTS AND
CONTINUATION STATEMENTS (COLLECTIVELY, THE "FILINGS"), AND SHALL FORWARD COPIES
OF SUCH FILINGS TO SELLER UPON COMPLETION THEREOF, AND (B) SELLER SHALL FROM
TIME TO TIME TAKE SUCH FURTHER ACTIONS AS MAY BE REQUESTED BY BUYER TO MAINTAIN
AND CONTINUE THE PERFECTION AND PRIORITY OF THE SECURITY INTEREST GRANTED HEREBY
(INCLUDING MARKING ITS RECORDS AND FILES TO EVIDENCE THE INTERESTS GRANTED TO
BUYER HEREUNDER).
ARTICLE 7.
PAYMENT, TRANSFER AND CUSTODY
(A)
ON THE PURCHASE DATE FOR EACH TRANSACTION, OWNERSHIP OF THE
PURCHASED ASSET SHALL BE TRANSFERRED TO BUYER OR ITS DESIGNEE (INCLUDING THE
CUSTODIAN) AGAINST THE SIMULTANEOUS TRANSFER OF THE PURCHASE PRICE TO AN ACCOUNT
OF SELLER SPECIFIED IN THE CONFIRMATION RELATING TO SUCH TRANSACTION.
(B)
ON OR BEFORE EACH PURCHASE DATE, SELLER SHALL DELIVER OR CAUSE TO
BE DELIVERED TO BUYER OR ITS DESIGNEE THE CUSTODIAL DELIVERY IN THE FORM
ATTACHED HERETO AS EXHIBIT IV, PROVIDED, THAT NOTWITHSTANDING THE FOREGOING,
UPON REQUEST OF SELLER, BUYER IN ITS SOLE BUT GOOD FAITH DISCRETION MAY ELECT TO
PERMIT SELLER TO MAKE SUCH DELIVERY BY NOT LATER THAN THE THIRD (3RD) BUSINESS
DAY AFTER THE RELATED PURCHASE DATE, SO LONG AS SELLER CAUSES AN ACCEPTABLE
ATTORNEY, TITLE COMPANY OR OTHER PERSON ACCEPTABLE TO BUYER TO DELIVER TO BUYER
AND THE CUSTODIAN A BAILEE LETTER ON OR PRIOR TO SUCH PURCHASE DATE.
SUBJECT TO
ARTICLE 7(C), IN CONNECTION WITH EACH SALE, TRANSFER, CONVEYANCE AND ASSIGNMENT
OF A PURCHASED ASSET, ON OR PRIOR TO EACH PURCHASE DATE WITH RESPECT TO SUCH
PURCHASED ASSET, SELLER SHALL DELIVER OR CAUSE