BUYER FOR THE PAYMENT OF ALL
ACCRUED AND UNPAID PRICE DIFFERENTIAL FOR ALL TRANSACTIONS, (III) THIRD, TO
BUYER FOR THE PAYMENT OF THE AGGREGATE REMAINING UNPAID REPURCHASE PRICE THEN
DUE AND PAYABLE, (IV) FOURTH, TO BUYER TO BE APPLIED BY BUYER TO THE PAYMENT OF
ALL OTHER ACCRUED AND UNPAID OBLIGATIONS OF SELLER HEREUNDER AND UNDER THE OTHER
TRANSACTION DOCUMENTS AND (V) FIFTH, ANY REMAINING PROCEEDS TO SELLER OR OTHER
PERSON LEGALLY ENTITLED THERETO.
(G)
INCOME.
WHERE A PARTICULAR TRANSACTION'S
TERM EXTENDS OVER THE DATE ON WHICH INCOME IS PAID BY THE MORTGAGOR ON ANY
PURCHASED MORTGAGE LOAN SUBJECT TO THAT TRANSACTION, THAT INCOME WILL BE THE
PROPERTY OF BUYER UNTIL SELLER HAS PAID BUYER THE FULL REPURCHASE PRICE IN
RESPECT OF SUCH TRANSACTION.
NOTWITHSTANDING THE FOREGOING, AND PROVIDED NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND NO MARGIN DEFICIT
THEN EXISTS, BUYER AGREES THAT SELLER OR ITS DESIGNEE SHALL BE ENTITLED TO
RECEIVE AND RETAIN THAT INCOME TO THE FULL EXTENT IT WOULD BE SO ENTITLED IF THE
PURCHASED MORTGAGE LOANS HAD NOT BEEN SOLD TO BUYER; PROVIDED THAT ANY
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INCOME RECEIVED BY SELLER WHILE THE RELATED TRANSACTION IS OUTSTANDING SHALL BE
DEEMED TO BE HELD BY SELLER SOLELY IN TRUST FOR BUYER PENDING THE PAYMENT OF THE
REPURCHASE PRICE IN RESPECT OF SUCH TRANSACTION AND THE REPURCHASE OF THE
RELATED PURCHASED MORTGAGE LOANS.
IF A DEFAULT OR AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, OR A MARGIN DEFICIT EXISTS, AS OF THE DATE INCOME IS
PAID ON A PURCHASED MORTGAGE LOAN SUBJECT TO A TRANSACTION HEREUNDER, IF
DIRECTED BY BUYER, SELLER SHALL CAUSE SUCH INCOME TO BE DEPOSITED DIRECTLY INTO
AN ACCOUNT DESIGNATED BY BUYER.
(H)
SELLER'S OBLIGATIONS.
THE PROVISIONS OF
THIS PARAGRAPH 5 SHALL NOT RELIEVE SELLER FROM ITS OBLIGATIONS TO PAY THE
REPURCHASE PRICE ON THE APPLICABLE REPURCHASE DATE AND TO SATISFY ANY OTHER
PAYMENT OBLIGATION OF SELLER HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT.
6.
SECURITY INTEREST; ASSIGNMENT OF TAKEOUT
COMMITMENTS
(A)
SECURITY INTEREST.
ALTHOUGH THE PARTIES
INTEND THAT ALL TRANSACTIONS HEREUNDER BE ABSOLUTE SALES AND PURCHASES AND NOT
LOANS, TO SECURE THE PAYMENT AND PERFORMANCE BY SELLER OF ITS OBLIGATIONS,
LIABILITIES AND INDEBTEDNESS UNDER EACH SUCH TRANSACTION AND SELLER'S
OBLIGATIONS, LIABILITIES AND INDEBTEDNESS HEREUNDER AND UNDER THE OTHER
TRANSACTION DOCUMENTS, SELLER HEREBY PLEDGES, ASSIGNS, TRANSFERS AND GRANTS TO
BUYER A SECURITY INTEREST IN THE MORTGAGE ASSETS IN WHICH SELLER HAS RIGHTS OR
POWER TO TRANSFER RIGHTS AND ALL OF THE MORTGAGE ASSETS IN WHICH SELLER LATER
ACQUIRES OWNERSHIP, OTHER RIGHTS OR THE POWER TO TRANSFER RIGHTS.
"MORTGAGE
ASSETS" MEANS (I) THE PURCHASED MORTGAGE LOANS WITH RESPECT TO ALL TRANSACTIONS
HEREUNDER (INCLUDING, WITHOUT LIMITATION, ALL SERVICING RIGHTS WITH RESPECT
THERETO), (II) ALL SERVICING RECORDS, LOAN FILES, MORTGAGE LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, THE MORTGAGE NOTE AND MORTGAGE, AND ALL OF
SELLER'S CLAIMS, LIENS, RIGHTS, TITLE AND INTERESTS IN AND TO THE MORTGAGED
PROPERTY RELATED TO SUCH PURCHASED MORTGAGE LOANS, (III) ALL LIENS SECURING
REPAYMENT OF SUCH PURCHASED