RECHARACTERIZES THE TRANSACTIONS HEREUNDER AS OTHER THAN SALES, AND AS
SECURITY FOR SELLER'S PERFORMANCE OF ALL OF ITS OBLIGATIONS, SELLER HEREBY
GRANTS BUYER A FULLY PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE FOLLOWING
PROPERTY, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED: (I) THE PURCHASED ASSETS,
(II) THE RECORDS, (III) ALL RELATED SERVICING RIGHTS, (IV) ALL MORTGAGE
GUARANTIES AND INSURANCE RELATING TO SUCH PURCHASED ASSETS (ISSUED BY
GOVERNMENTAL AGENCIES OR OTHERWISE) OR THE RELATED MORTGAGED PROPERTY AND ANY
MORTGAGE INSURANCE CERTIFICATE OR OTHER DOCUMENT EVIDENCING SUCH MORTGAGE
GUARANTIES OR INSURANCE AND ALL CLAIMS AND PAYMENTS THEREUNDER, (V) ALL
INSTRUMENTS, CHATTEL PAPER, SECURITIES, INVESTMENT PROPERTY AND GENERAL
INTANGIBLES AND OTHER ASSETS COMPRISING OR RELATING TO THE PURCHASED ASSETS,
(VI) ANY SECURITIES ACCOUNT, INCLUDING THE COLLECTION ACCOUNT AND ALL SECURITY
ENTITLEMENTS TO FINANCIAL ASSETS NOW OR HEREAFTER CARRIED IN OR CREDITED TO ANY
SECURITIES ACCOUNT, (VII) ALL RIGHTS TO INCOME AND THE RIGHTS TO ENFORCE SUCH
PAYMENTS ARISING FROM ANY OF THE PURCHASED ASSETS, (VIII) ALL GUARANTEES OR
OTHER SUPPORT FOR THE PURCHASED ASSETS, (IX) ANY AND ALL REPLACEMENTS,
SUBSTITUTIONS AND DISTRIBUTIONS ON THE PURCHASED ASSETS, (X) ANY INTEREST IN THE
PURCHASED ASSETS OR THE SERVICING OF THE PURCHASED ASSETS, AND (XI) ANY NOW
EXISTING OR HEREAFTER ARISING PROCEEDS AND DISTRIBUTIONS WITH RESPECT TO ANY OF
THE FOREGOING AND ANY OTHER PROPERTY, RIGHTS, TITLES OR INTERESTS AS ARE
SPECIFIED ON A TRANSACTION NOTICE (COLLECTIVELY, THE "COLLATERAL").
SELLER
ACKNOWLEDGES AND AGREES THAT ITS RIGHTS WITH RESPECT TO THE COLLATERAL
(INCLUDING WITHOUT LIMITATION, ITS SECURITY INTEREST IN THE PURCHASED ASSETS AND
ANY OTHER COLLATERAL GRANTED TO SELLER PURSUANT TO ANY OTHER AGREEMENT) ARE AND
SHALL CONTINUE TO BE AT ALL TIMES JUNIOR AND SUBORDINATE TO THE RIGHTS OF BUYER
HEREUNDER.
The parties acknowledge and agree that the perfection of such security interest
is intended to be accomplished through possession of the related Purchased
Assets by Buyer, Custodian or by any other Person on Buyer's behalf, and that
such possession unless otherwise agreed is for Buyer's own account.
B)
SELLER HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS BUYER AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF
SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL
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IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND STEAD OF SELLER AND IN THE NAME
OF SELLER OR IN ITS OWN NAME, FROM TIME TO TIME IN BUYER'S DISCRETION, FOR THE
PURPOSE OF CARRYING OUT THE TERMS OF THIS AGREEMENT, TO TAKE ANY AND ALL
APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH
MAY BE REASONABLY NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS
AGREEMENT, TO FILE SUCH FINANCING STATEMENT OR STATEMENTS RELATING TO THE
PURCHASED ASSETS AND THE COLLATERAL WITHOUT SELLER'S SIGNATURE THEREON AS BUYER
AT ITS OPTION MAY DEEM APPROPRIATE, AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, SELLER HEREBY GIVES BUYER THE POWER AND RIGHT, ON BEHALF OF SELLER,
WITHOUT ASSENT BY, BUT WITH NOTICE TO, SELLER, IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, TO DO THE FOLLOWING: