MAY ACQUIRE AGAINST THE BUYER ARISING OUT OF THE EXERCISE BY THE BUYER OF ANY OF
ITS RIGHTS HEREUNDER, OTHER THAN THOSE CLAIMS, DAMAGES AND DEMANDS ARISING FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BUYER. IF ANY NOTICE OF A
PROPOSED SALE OR OTHER DISPOSITION OF THE PURCHASED ITEMS OR COLLATERAL SHALL BE
REQUIRED BY LAW, SUCH NOTICE SHALL BE DEEMED REASONABLE AND PROPER IF GIVEN AT
LEAST TEN (10) CALENDAR DAYS BEFORE SUCH SALE OR OTHER DISPOSITION. THE SELLERS
SHALL REMAIN LIABLE FOR ANY DEFICIENCY (PLUS ACCRUED INTEREST THEREON AS
CONTEMPLATED PURSUANT TO SECTION 2.04(B) HEREOF) IF THE PROCEEDS OF ANY SALE OR
OTHER DISPOSITION OF THE PURCHASED ITEMS OR THE COLLATERAL ARE INSUFFICIENT TO
PAY THE REPURCHASE OBLIGATIONS AND THE FEES AND DISBURSEMENTS OF ANY ATTORNEYS
EMPLOYED BY THE BUYER TO COLLECT SUCH DEFICIENCY.
4.08
LIMITATION ON DUTIES REGARDING PRESERVATION OF
PURCHASED ITEMS AND COLLATERAL. THE BUYER'S DUTY WITH RESPECT TO THE CUSTODY,
SAFEKEEPING AND PHYSICAL PRESERVATION OF THE PURCHASED ITEMS AND THE COLLATERAL
IN ITS POSSESSION, UNDER SECTION 9-207 OF THE UNIFORM COMMERCIAL CODE OR
OTHERWISE, SHALL BE TO DEAL WITH IT IN THE SAME MANNER AS THE BUYER DEALS WITH
SIMILAR PROPERTY FOR ITS OWN ACCOUNT. NEITHER THE BUYER NOR ANY OF ITS
DIRECTORS, OFFICERS OR EMPLOYEES SHALL BE LIABLE FOR FAILURE TO DEMAND, COLLECT
OR REALIZE UPON ALL OR ANY PART OF THE PURCHASED ITEMS OR THE COLLATERAL OR FOR
ANY DELAY IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO SELL OR OTHERWISE
DISPOSE OF ANY PURCHASED ITEMS OR COLLATERAL UPON THE REQUEST OF THE SELLERS OR
OTHERWISE.
4.09
POWERS COUPLED WITH AN INTEREST. ALL
AUTHORIZATIONS AND AGENCIES HEREIN CONTAINED WITH RESPECT TO THE PURCHASED ITEMS
AND THE COLLATERAL ARE IRREVOCABLE AND POWERS COUPLED WITH AN INTEREST.
4.10
RECONVEYANCE OF PURCHASED ITEMS; RELEASE OF
SECURITY INTEREST. UPON TERMINATION OF THIS REPURCHASE AGREEMENT AND PAYMENT TO
THE BUYER OF ALL REPURCHASE OBLIGATIONS AND THE PERFORMANCE OF ALL OBLIGATIONS
UNDER THE TRANSACTIONS AND THE REPURCHASE DOCUMENTS THE BUYER SHALL RECONVEY ALL
PURCHASED ITEMS TO THE SELLERS AND RELEASE ITS SECURITY INTEREST IN ANY
REMAINING PURCHASED ITEMS AND COLLATERAL.
28
4.11
INTEREST RATE PROTECTION AGREEMENTS. IN THE EVENT
THAT ANY PERSON (OTHER THAN THE BUYER) SHALL HAVE A LIEN ON ANY INTEREST RATE
PROTECTION AGREEMENT THAT ANY SELLER HAS ENTERED INTO WITH RESPECT TO BOTH
PURCHASED LOANS SUBJECT TO TRANSACTIONS OUTSTANDING HEREUNDER AND OTHER LOANS
WHICH HAVE NOT BEEN PURCHASED BY THE BUYER PURSUANT TO TRANSACTIONS HEREUNDER,
THE BUYER AGREES THAT IN THE EVENT THAT THE BUYER SHALL RECEIVE ANY PROCEEDS,
RECOVERIES OR OTHER AMOUNTS IN RESPECT OF SUCH INTEREST RATE PROTECTION
AGREEMENT FOLLOWING THE EXERCISE OF REMEDIES HEREUNDER AFTER AN EVENT OF
DEFAULT, THE BUYER SHALL REMIT TO ANY SUCH PERSON, AS TO WHICH THE BUYER HAS
RECEIVED NOTICE OF SUCH PERSON'S LIEN ON SUCH INTEREST RATE PROTECTION
AGREEMENT, ANY EXCESS PROCEEDS OF SUCH INTEREST RATE PROTECTION AGREEMENT
FOLLOWING REPAYMENT OF ALL OBLIGATIONS OWING TO THE BUYER HEREUNDER.
Section 5. Conditions Precedent.