FOREIGN BUYER
WILL RESUBMIT THE APPROPRIATE FORM ON THE EARLIEST OF (A) THE THIRD ANNIVERSARY
OF THE PRIOR SUBMISSION OR (B) ON OR BEFORE THE EXPIRATION OF THIRTY (30) DAYS
AFTER THERE IS A "CHANGE IN CIRCUMSTANCES" WITH RESPECT TO SUCH BUYER AS DEFINED
IN TREAS. REG. SECTION 1.1441(E)(4)(II)(D).
FOR ANY PERIOD WITH RESPECT TO
WHICH A FOREIGN BUYER HAS FAILED TO PROVIDE THE SELLER WITH THE APPROPRIATE FORM
OR OTHER RELEVANT DOCUMENT PURSUANT TO THIS SECTION 8(D) (UNLESS SUCH FAILURE IS
DUE TO A CHANGE IN TREATY, LAW, OR REGULATION OCCURRING SUBSEQUENT TO THE DATE
ON WHICH A FORM ORIGINALLY WAS REQUIRED TO BE PROVIDED), SUCH BUYER SHALL NOT BE
ENTITLED TO ANY "GROSS-UP" OF TAXES OR INDEMNIFICATION UNDER SECTION 8(C) WITH
RESPECT TO TAXES IMPOSED BY THE UNITED STATES; PROVIDED, HOWEVER, THAT SHOULD A
FOREIGN BUYER, WHICH IS OTHERWISE EXEMPT FROM A WITHHOLDING TAX, BECOME SUBJECT
TO TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, THE SELLER
SHALL TAKE SUCH STEPS AS SUCH FOREIGN BUYER SHALL REASONABLY REQUEST TO ASSIST
SUCH FOREIGN BUYER TO RECOVER SUCH TAXES.
E)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF
SELLER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF SELLER CONTAINED IN THIS
SECTION 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
NOTHING CONTAINED IN
THIS SECTION 8 SHALL REQUIRE BUYER TO MAKE AVAILABLE ANY OF ITS TAX RETURNS OR
OTHER INFORMATION THAT IT DEEMS TO BE CONFIDENTIAL OR PROPRIETARY.
F)
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT IT IS ITS INTENT
FOR PURPOSES OF U.S. FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAXES TO
TREAT EACH TRANSACTION AS INDEBTEDNESS OF SELLER THAT IS SECURED BY THE
PURCHASED ASSETS AND THAT THE PURCHASED ASSETS ARE OWNED BY SELLER IN THE
ABSENCE OF A DEFAULT BY SELLER.
ALL PARTIES TO THIS AGREEMENT AGREE TO SUCH
TREATMENT AND AGREE TO TAKE NO ACTION INCONSISTENT WITH THIS TREATMENT, UNLESS
REQUIRED BY LAW.
9.
SECURITY INTEREST
A)
SELLER AND BUYER INTEND THAT THE TRANSACTIONS HEREUNDER BE SALES
TO BUYER OF THE PURCHASED ASSETS AND NOT LOANS FROM BUYER TO SELLER SECURED BY
THE PURCHASED ASSETS. HOWEVER,
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in order to preserve Buyer's rights under this Agreement in the event that a
court or other forum 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