DISPOSED OF UNDER CIRCUMSTANCES WHERE SELLER IS IN DEFAULT UNDER THIS
AGREEMENT; PROVIDED, HOWEVER, THAT A MARKET VALUE OF ZERO SHALL BE ASSIGNED TO
ANY PURCHASED MORTGAGE LOAN THAT, AT THE TIME OF DETERMINATION, IS NOT AN
ELIGIBLE MORTGAGE LOAN.
BUYER'S DETERMINATION OF MARKET VALUE SHALL BE
CONCLUSIVE UPON THE PARTIES.
5.
ACCOUNTS; INCOME PAYMENTS
(A)
ACCOUNTS.
PRIOR TO THE DATE HEREOF, SELLER
SHALL ESTABLISH OR CAUSE TO BE ESTABLISHED EACH OF THE ACCOUNTS AT FINANCIAL
INSTITUTION.
SELLER'S TAXPAYER IDENTIFICATION NUMBER WILL BE DESIGNATED AS THE
TAXPAYER IDENTIFICATION NUMBER FOR EACH ACCOUNT AND SELLER SHALL BE RESPONSIBLE
FOR REPORTING AND PAYING TAXES ON ANY INCOME EARNED WITH RESPECT TO THE
ACCOUNTS.
EACH ACCOUNT SHALL BE UNDER THE SOLE DOMINION AND CONTROL OF BUYER,
AND SELLER AGREES THAT (I) SELLER SHALL HAVE NO RIGHT OR AUTHORITY TO WITHDRAW
OR OTHERWISE GIVE ANY DIRECTIONS WITH RESPECT TO THE ACCOUNTS OR THE DISPOSITION
OF ANY FUNDS HELD IN THE ACCOUNTS; PROVIDED THAT SELLER MAY CAUSE AMOUNTS TO BE
DEPOSITED INTO ANY ACCOUNT AT ANY TIME, AND (II) FINANCIAL INSTITUTION MAY
COMPLY WITH INSTRUCTIONS ORIGINATED BY BUYER DIRECTING DISPOSITION OF THE FUNDS
IN THE ACCOUNTS WITHOUT FURTHER CONSENT OF SELLER.
ONLY EMPLOYEES OF BUYER
SHALL BE SIGNERS WITH RESPECT TO THE ACCOUNTS.
PURSUANT TO PARAGRAPH 6, SELLER
HAS PLEDGED, ASSIGNED, TRANSFERRED AND GRANTED A SECURITY INTEREST TO BUYER IN
ALL ACCOUNTS IN WHICH SELLER HAS RIGHTS OR POWER TO TRANSFER RIGHTS AND ALL
ACCOUNTS IN WHICH SELLER LATER ACQUIRES OWNERSHIP, OTHER RIGHTS OR THE POWER TO
TRANSFER RIGHTS.
SELLER AND BUYER HEREBY AGREE THAT BUYER HAS "CONTROL" OF THE
ACCOUNTS WITHIN THE MEANING OF SECTION 9-104 OF THE UCC.
(B)
CASH PLEDGE ACCOUNT.
ON OR PRIOR TO THE
DATE HEREOF, SELLER SHALL DEPOSIT AN AMOUNT EQUAL TO 1.00% OF THE FACILITY
AMOUNT (THE "REQUIRED AMOUNT") INTO THE CASH PLEDGE ACCOUNT.
SELLER SHALL CAUSE
AN AMOUNT NOT LESS THAN THE REQUIRED AMOUNT TO BE ON DEPOSIT IN THE CASH PLEDGE
ACCOUNT AT ALL TIMES.
IF ON ANY REMITTANCE DATE, THE AMOUNT ON DEPOSIT IN THE
CASH PLEDGE ACCOUNT IS GREATER THAN THE REQUIRED AMOUNT, PROVIDED THAT NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, UPON SELLER'S REQUEST SUCH EXCESS WILL
BE DISBURSED TO SELLER ON SUCH REMITTANCE DATE AFTER APPLICATION BY BUYER TO THE
PAYMENT OF ANY AMOUNTS OWING BY SELLER TO BUYER ON SUCH DATE.
AT ANY TIME UPON
OR AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, BUYER, IN ITS SOLE DISCRETION,
MAY APPLY THE AMOUNTS ON DEPOSIT IN THE CASH PLEDGE ACCOUNT IN ACCORDANCE WITH
THE PROVISIONS OF PARAGRAPH 5(F).
(C)
FUNDING ACCOUNT.
THE FUNDING ACCOUNT SHALL
BE USED FOR FUNDINGS OF THE PURCHASE PRICE AND THE REPURCHASE PRICE WITH RESPECT
TO EACH PURCHASED MORTGAGE LOAN IN ACCORDANCE WITH PARAGRAPH 3.
SELLER SHALL
CAUSE ALL AMOUNTS TO BE PAID IN RESPECT OF THE TAKEOUT COMMITMENTS TO BE
REMITTED BY THE APPROVED TAKEOUT INVESTORS DIRECTLY TO THE FUNDING ACCOUNT
WITHOUT ANY NOTICE TO OR CONSENT OF SELLER.
ON EACH REPURCHASE DATE WHICH
OCCURS