TO THE PURCHASED ASSETS;
(IV)
ALL "GENERAL INTANGIBLES", "ACCOUNTS", "CHATTEL PAPER",
"INVESTMENT PROPERTY", "INSTRUMENTS" AND "DEPOSIT ACCOUNTS", EACH AS DEFINED IN
THE UCC, RELATING TO OR CONSTITUTING ANY AND ALL OF THE FOREGOING; AND
(V)
ALL REPLACEMENTS, SUBSTITUTIONS OR DISTRIBUTIONS ON OR PROCEEDS,
PAYMENTS, INCOME AND PROFITS OF, AND RECORDS (BUT EXCLUDING ANY FINANCIAL MODELS
OR OTHER PROPRIETARY INFORMATION) AND FILES RELATING TO ANY AND ALL OF ANY OF
THE FOREGOING.
(B)
WITHOUT LIMITING ARTICLE 6(A) HERETO, TO SECURE PAYMENT OF THE
REPURCHASE OBLIGATIONS OWING TO BUYER, SELLER HEREBY GRANTS TO BUYER A SECURITY
INTEREST IN ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER EACH OF
THE FOLLOWING ITEMS OF PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, NOW
EXISTING OR HEREAFTER CREATED AND WHEREVER LOCATED, HEREINAFTER REFERRED TO AS
THE "COLLATERAL":
(I)
THE CASH MANAGEMENT ACCOUNT AND ALL MONIES FROM TIME TO TIME ON
DEPOSIT IN THE CASH MANAGEMENT ACCOUNT;
(II)
THE PURCHASED ITEMS;
(III)
ANY AND ALL REPLACEMENTS, SUBSTITUTIONS, DISTRIBUTIONS ON, INCOME
RELATING TO OR PROCEEDS OF ANY AND ALL OF THE FOREGOING; AND
(IV)
SELLER'S RIGHT UNDER EACH HEDGING TRANSACTION, IF ANY, RELATING TO
THE PURCHASED ASSETS TO SECURE THE REPURCHASE OBLIGATIONS.
(C)
BUYER AGREES TO ACT AS AGENT FOR AND ON BEHALF OF THE AFFILIATED
HEDGE COUNTERPARTIES WITH RESPECT TO THE SECURITY INTEREST GRANTED HEREBY TO
SECURE THE OBLIGATIONS OWING TO THE AFFILIATED HEDGE COUNTERPARTIES UNDER ANY
HEDGING TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE
PURCHASED ASSETS AND THE PURCHASED ASSET FILES HELD BY THE CUSTODIAN PURSUANT TO
THE CUSTODIAL AGREEMENT.
(D)
BUYER'S SECURITY INTEREST IN THE COLLATERAL AND PURCHASED ITEMS
SHALL TERMINATE ONLY UPON TERMINATION OF SELLER'S OBLIGATIONS UNDER THIS
AGREEMENT, ALL HEDGING TRANSACTIONS AND THE DOCUMENTS DELIVERED IN CONNECTION
HEREWITH AND THEREWITH.
UPON SUCH TERMINATION, BUYER SHALL DELIVER TO SELLER
SUCH UCC TERMINATION STATEMENTS AND OTHER RELEASE DOCUMENTS AS MAY BE
COMMERCIALLY REASONABLE AND RETURN THE PURCHASED ASSETS TO SELLER AND RECONVEY
THE PURCHASED ITEMS TO SELLER AND RELEASE ITS SECURITY INTEREST IN THE
COLLATERAL.
FOR PURPOSES OF THE GRANT OF THE SECURITY INTEREST PURSUANT TO THIS
ARTICLE 6, THIS AGREEMENT SHALL BE DEEMED TO CONSTITUTE A SECURITY AGREEMENT
UNDER THE NEW YORK UNIFORM COMMERCIAL CODE (THE "UCC").
BUYER SHALL HAVE ALL OF
THE RIGHTS AND MAY EXERCISE ALL OF THE REMEDIES OF A SECURED CREDITOR UNDER THE
UCC AND THE OTHER LAWS OF THE STATE OF NEW YORK.
IN FURTHERANCE OF THE
FOREGOING, (A) SELLER, AT ITS SOLE COST AND EXPENSE, SHALL CAUSE TO BE FILED IN
SUCH LOCATIONS AS MAY BE NECESSARY TO PERFECT AND MAINTAIN PERFECTION AND
PRIORITY OF THE SECURITY INTEREST GRANTED HEREBY, UCC FINANCING STATEMENTS AND
CONTINUATION STATEMENTS (COLLECTIVELY, THE "FILINGS"), AND SHALL FORWARD
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COPIES OF SUCH FILINGS TO BUYER UPON COMPLETION THEREOF, AND (B) SELLER SHALL
FROM TIME TO TIME TAKE SUCH FURTHER ACTIONS AS MAY BE REQUESTED BY BUYER TO
MAINTAIN AND CONTINUE THE PERFECTION AND PRIORITY OF THE SECURITY INTEREST
GRANTED HEREBY (INCLUDING MARKING ITS RECORDS AND FILES TO EVIDENCE THE