AMOUNT SHALL BE PAID TO THE PAYING SELLER ON ACCOUNT OF SUCH
SUBROGATION RIGHTS AT ANY TIME WHEN ALL SUCH AMOUNTS SHALL NOT HAVE BEEN PAID IN
FULL, SUCH AMOUNT SHALL BE HELD BY THE PAYING SELLER IN TRUST FOR THE AGENT AND
ANY APPLICABLE BUYER, SEGREGATED FROM OTHER FUNDS OF THE PAYING SELLER, AND
SHALL, FORTHWITH UPON RECEIPT BY THE PAYING SELLER, BE TURNED OVER TO THE AGENT
AND ANY APPLICABLE BUYER IN THE EXACT FORM RECEIVED BY THE PAYING SELLER (DULY
INDORSED BY THE PAYING SELLER TO THE AGENT OR ANY APPLICABLE BUYER, IF
REQUIRED), TO BE APPLIED AGAINST AMOUNTS OWING TO THE AGENT AND ANY BUYER BY THE
SELLERS UNDER THE REPURCHASE DOCUMENTS, WHETHER MATURED OR UNMATURED, IN SUCH
ORDER AS THE AGENT MAY DETERMINE.
(C)
EACH SELLER SHALL REMAIN OBLIGATED UNDER
THIS SECTION 13.10 NOTWITHSTANDING THAT, WITHOUT ANY RESERVATION OF RIGHTS
AGAINST THE SELLER AND WITHOUT NOTICE TO OR FURTHER ASSENT BY THE SELLER, ANY
DEMAND BY THE AGENT FOR PAYMENT OF ANY AMOUNTS OWING TO THE AGENT OR ANY BUYER
BY ANY OTHER SELLER UNDER THE REPURCHASE DOCUMENTS MAY BE RESCINDED BY
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THE AGENT AND ANY THE PAYMENT OF ANY SUCH AMOUNTS MAY BE CONTINUED, AND THE
LIABILITY OF ANY OTHER PARTY UPON OR FOR ANY PART THEREOF, OR ANY COLLATERAL
SECURITY OR GUARANTEE THEREFOR OR RIGHT OF OFFSET WITH RESPECT THERETO, MAY,
FROM TIME TO TIME, IN WHOLE OR IN PART, BE RENEWED, EXTENDED, AMENDED, MODIFIED,
ACCELERATED, COMPROMISED, WAIVED, SURRENDERED OR RELEASED BY THE AGENT, AND THIS
AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS AND ANY OTHER DOCUMENTS EXECUTED
AND DELIVERED IN CONNECTION THEREWITH MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR
TERMINATED, IN WHOLE OR IN PART, AS THE AGENT MAY DEEM ADVISABLE FROM TIME TO
TIME, AND ANY COLLATERAL SECURITY, GUARANTEE OR RIGHT OF OFFSET AT ANY TIME HELD
BY THE AGENT FOR THE PAYMENT OF AMOUNTS OWING TO THE AGENT OR ANY BUYER BY THE
SELLERS UNDER THE REPURCHASE DOCUMENTS MAY BE SOLD, EXCHANGED, WAIVED,
SURRENDERED OR RELEASED.
THE AGENT SHALL NOT HAVE ANY OBLIGATION TO PROTECT,
SECURE, PERFECT OR INSURE ANY LIEN AT ANY TIME HELD BY IT AS SECURITY FOR
AMOUNTS OWING TO THE AGENT OR ANY BUYER BY THE SELLERS UNDER THE REPURCHASE
DOCUMENTS, OR ANY PROPERTY SUBJECT THERETO.
WHEN MAKING ANY DEMAND HEREUNDER
AGAINST ANY SELLER, THE AGENT MAY, BUT SHALL BE UNDER NO OBLIGATION TO, MAKE A
SIMILAR DEMAND ON ANY OTHER SELLER, AND ANY FAILURE BY THE AGENT TO MAKE ANY
SUCH DEMAND OR TO COLLECT ANY PAYMENTS FROM ANY OTHER SELLER, OR ANY RELEASE OF
SUCH OTHER SELLER SHALL NOT RELIEVE ANY SELLER IN RESPECT OF WHICH A DEMAND OR
COLLECTION IS NOT MADE OR THE SELLERS NOT SO RELEASED OF THEIR OBLIGATIONS OR
LIABILITIES HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS AND REMEDIES,
EXPRESS OR IMPLIED, OR AS A MATTER OF LAW, OF THE AGENT OR THE BUYER AGAINST THE
SELLERS.
FOR THE PURPOSES HEREOF "DEMAND" SHALL INCLUDE THE COMMENCEMENT AND
CONTINUANCE