SUCH MARGIN DEFICIT EQUALS OR EXCEEDS THE MINIMUM TRANSFER AMOUNT, (I)
TRANSFER TO BUYER FOR NO ADDITIONAL CONSIDERATION (BY TRANSFER TO BUYER OR ITS
DESIGNEE (INCLUDING THE CUSTODIAN) OF ADDITIONAL ELIGIBLE COLLATERAL, (II)
REPURCHASE SOME OR ALL OF THE PURCHASED ASSETS AT THEIR RESPECTIVE REPURCHASE
PRICES, (III) MAKE A PAYMENT IN REDUCTION OF THE PURCHASE PRICE OF ONE OR MORE
PURCHASED ASSETS, OR (IV) CHOOSE ANY COMBINATION OF THE FOREGOING, SUCH THAT,
AFTER GIVING EFFECT TO SUCH TRANSFERS, REPURCHASES AND PAYMENTS, THE BUYER'S
MARGIN AMOUNT FOR EACH PURCHASED ASSET, CONSIDERED INDIVIDUALLY, SHALL BE EQUAL
TO OR GREATER THAN THE RELATED REPURCHASE PRICE FOR SUCH PURCHASED ASSET.
(B)
THE FAILURE OF BUYER, ON ANY ONE OR MORE OCCASIONS, TO EXERCISE
ITS RIGHTS HEREUNDER, SHALL NOT CHANGE OR ALTER THE TERMS AND CONDITIONS TO
WHICH THIS AGREEMENT IS SUBJECT OR LIMIT THE RIGHT OF BUYER TO DO SO AT A LATER
DATE.
SELLER AND BUYER EACH AGREE THAT A FAILURE OR DELAY BY BUYER TO EXERCISE
ITS RIGHTS HEREUNDER SHALL NOT LIMIT OR WAIVE BUYER'S RIGHTS UNDER THIS
AGREEMENT OR OTHERWISE EXISTING BY LAW OR IN ANY WAY CREATE ADDITIONAL RIGHTS
FOR SELLER.
(C)
UPON WRITTEN REQUEST OF SELLER, AS OF EACH REMITTANCE DATE ON
WHICH BUYER HOLDS ADDITIONAL COLLATERAL, BUYER SHALL PERFORM THE CALCULATION SET
FORTH IN ARTICLE 4(A) ABOVE, AND IF ALL OR A PORTION OF SUCH ADDITIONAL
COLLATERAL IS NOT NECESSARY TO AVOID A MARGIN DEFICIT, BUYER SHALL REASSIGN TO
SELLER SUCH PORTION OF THE ADDITIONAL COLLATERAL (THE PARTICULAR ADDITIONAL
COLLATERAL TO BE REASSIGNED TO BE DETERMINED BY BUYER IN ITS SOLE DISCRETION).
ARTICLE 5.
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
(A)
THE CASH MANAGEMENT ACCOUNT SHALL BE ESTABLISHED AT THE DEPOSITORY
PURSUANT TO THE CONTROL AGREEMENT CONCURRENTLY WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT BY SELLER AND BUYER.
BUYER SHALL HAVE SOLE DOMINION AND
CONTROL OVER THE CASH MANAGEMENT ACCOUNT, WHICH SHALL BE SUBJECT TO THE CONTROL
AGREEMENT.
ALL INCOME IN RESPECT OF THE PURCHASED ASSETS AND ANY PAYMENTS MADE
TO SELLER IN RESPECT OF ASSOCIATED HEDGING TRANSACTIONS, AS WELL AS ANY INTEREST
RECEIVED FROM THE REINVESTMENT OF SUCH INCOME, SHALL BE DEPOSITED DIRECTLY INTO
THE CASH MANAGEMENT ACCOUNT AND SHALL BE REMITTED BY THE DEPOSITORY IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF ARTICLES 5(B), 5(C), 5(D), 5(E),
5(F), AND 5(G) OF THIS AGREEMENT.
(B)
WITH RESPECT TO PURCHASED ASSETS, SELLER SHALL DELIVER TO, AS
APPLICABLE, EACH MORTGAGOR, ISSUER OF A PARTICIPATION, SERVICER AND TRUSTEE WITH
RESPECT TO THE PURCHASED ASSET OR BORROWER UNDER A PURCHASED ASSET AN
IRREVOCABLE DIRECTION LETTER IN THE FORM ATTACHED AS EXHIBIT IX TO THIS
AGREEMENT INSTRUCTING, AS APPLICABLE, THE MORTGAGOR, ISSUER OF A PARTICIPATION,
SERVICER OR TRUSTEE WITH RESPECT TO THE PURCHASED ASSET OR BORROWER TO PAY ALL
AMOUNTS PAYABLE
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UNDER THE RELATED PURCHASED ASSET (NET OF ANY AMOUNTS RETAINED BY ANY TRUSTEE,
SERVICER OR OTHER PERSON ENTITLED TO PRIORITY OF PAYMENT UNDER THE RELATED
PURCHASED ASSET DOCUMENTS) TO THE CASH MANAGEMENT ACCOUNT AND SHALL PROVIDE TO
BUYER PROOF OF