HEREBY ACKNOWLEDGES, ADMITS AND AGREES
THAT SELLER'S OBLIGATIONS UNDER THIS AGREEMENT ARE 10% RECOURSE OBLIGATIONS OF
SELLER TO WHICH SELLER PLEDGES ITS FULL FAITH AND CREDIT.
IN ADDITION TO ITS
RIGHTS HEREUNDER, BUYER SHALL HAVE THE RIGHT TO PROCEED AGAINST ANY OF SELLER'S
ASSETS WHICH MAY BE IN THE POSSESSION OF BUYER, ANY OF BUYER'S AFFILIATES OR ITS
DESIGNEE (INCLUDING THE CUSTODIAN, TO THE EXTENT ACTING AS A CUSTODIAN FOR THE
BENEFIT OF THE BUYER), INCLUDING THE RIGHT TO LIQUIDATE SUCH ASSETS AND TO
SET-OFF THE PROCEEDS AGAINST MONIES OWED BY SELLER TO BUYER PURSUANT TO THIS
AGREEMENT.
BUYER MAY SET OFF CASH, THE PROCEEDS OF THE LIQUIDATION OF THE
PURCHASED ASSETS AND ADDITIONAL PURCHASED ASSETS, ANY OTHER COLLATERAL OR ITS
PROCEEDS AND ALL OTHER SUMS OR OBLIGATIONS OWED BY BUYER TO SELLER HEREUNDER
AGAINST ALL OF SELLER'S OBLIGATIONS TO BUYER, WHETHER UNDER THIS AGREEMENT,
UNDER A TRANSACTION, OR UNDER ANY OTHER AGREEMENT BETWEEN THE PARTIES, OR
OTHERWISE, WHETHER OR NOT SUCH OBLIGATIONS ARE THEN DUE, WITHOUT PREJUDICE TO
BUYER'S RIGHT TO RECOVER ANY DEFICIENCY.
D)
BUYER SHALL HAVE THE RIGHT TO OBTAIN PHYSICAL
POSSESSION OF THE RECORDS AND ALL OTHER FILES OF SELLER RELATING TO THE
PURCHASED ASSETS AND ALL DOCUMENTS RELATING TO THE PURCHASED ASSETS WHICH ARE
THEN OR MAY THEREAFTER COME INTO THE POSSESSION OF SELLER OR ANY THIRD PARTY
ACTING FOR SELLER AND SELLER SHALL DELIVER TO BUYER SUCH ASSIGNMENTS AS BUYER
SHALL REQUEST.
E)
BUYER MAY DIRECT ALL PERSONS SERVICING THE
PURCHASED ASSETS TO TAKE SUCH ACTION WITH RESPECT TO THE PURCHASED ASSETS AS
BUYER DETERMINES APPROPRIATE.
F)
SELLER SHALL BE LIABLE TO BUYER FOR THE
AMOUNT OF ALL EXPENSES (PLUS INTEREST THEREON AT A RATE EQUAL TO THE DEFAULT
RATE), AND ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH HEDGING OR
COVERING TRANSACTIONS RELATED TO THE PURCHASED ASSETS.
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G)
SELLER SHALL CAUSE ALL SUMS RECEIVED BY IT OR
ON ITS BEHALF WITH RESPECT TO THE PURCHASED ASSETS TO BE DEPOSITED WITH
CUSTODIAN (OR SUCH OTHER PERSON AS BUYER MAY DIRECT) AFTER RECEIPT THEREOF.
H)
BUYER SHALL WITHOUT REGARD TO THE ADEQUACY OF
THE SECURITY FOR THE OBLIGATIONS, BE ENTITLED TO THE APPOINTMENT OF A RECEIVER
BY ANY COURT HAVING JURISDICTION, WITHOUT NOTICE, TO TAKE POSSESSION OF AND
PROTECT, COLLECT, MANAGE, LIQUIDATE, AND SELL THE PURCHASED ASSETS AND ANY OTHER
COLLATERAL OR ANY PORTION THEREOF, COLLECT THE PAYMENTS DUE WITH RESPECT TO THE
PURCHASED ASSETS AND ANY OTHER COLLATERAL OR ANY PORTION THEREOF, AND DO
ANYTHING THAT BUYER IS AUTHORIZED HEREUNDER TO DO.
SELLER SHALL PAY ALL COSTS
AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH THE APPOINTMENT AND ACTIVITIES
OF SUCH RECEIVER.
Buyer may enforce its rights and remedies hereunder without prior judicial
process or hearing, and Seller hereby expressly waives, to the extent permitted
by law, any right Seller might otherwise have to require Buyer to enforce its
rights by judicial process.
Seller also waives, to the extent permitted by law,
any defense Seller might otherwise have to the Obligations, arising