CASH TO BUYER, SO THAT THE PRODUCT OF THE
AGGREGATE MARKET VALUE OF THE PURCHASED ASSETS (INCLUDING ANY ADDITIONAL
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ASSETS) AND BUYER'S MARGIN RATIO WILL AT LEAST EQUAL THE AGGREGATE OUTSTANDING
PURCHASE PRICE; AND
(III)
THIRD, TO REMIT TO SELLER THE REMAINDER, IF ANY.
(D)
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ALL
INCOME (INCLUDING ALL PRINCIPAL PAYMENTS) RECEIVED BY THE DEPOSITORY IN RESPECT
OF THE PURCHASED ASSETS AND THE ASSOCIATED HEDGING TRANSACTIONS SHALL BE APPLIED
BY THE DEPOSITORY ON THE BUSINESS DAY NEXT FOLLOWING THE BUSINESS DAY ON WHICH
SUCH FUNDS ARE DEPOSITED IN THE COLLECTION ACCOUNT AS FOLLOWS:
(I)
FIRST, TO REMIT TO BUYER AN AMOUNT EQUAL TO THE PRICE
DIFFERENTIAL WHICH HAS ACCRUED AND IS OUTSTANDING IN RESPECT OF ALL OF THE
PURCHASED ASSETS AS OF SUCH BUSINESS DAY;
(II)
SECOND, TO MAKE A PAYMENT TO BUYER ON ACCOUNT OF THE OUTSTANDING
PURCHASE PRICE OF THE PURCHASED ASSETS UNTIL THE OUTSTANDING PURCHASE PRICE FOR
ALL OF THE PURCHASED ASSETS HAS BEEN REDUCED TO ZERO; AND
(III)
THIRD, TO REMIT TO BUYER AN AMOUNT EQUAL TO ANY COSTS OR EXPENSES
DUE AND OWING BY SELLER AS OF SUCH BUSINESS DAY; AND
(IV)
FOURTH, TO REMIT TO SELLER THE REMAINDER.
(E)
BUYER IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO
THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF AND APPLY ANY AND ALL AMOUNTS
HELD BY BUYER AGAINST ANY OTHER OBLIGATIONS AT ANY TIME OWING TO BUYER, OR AN
AFFILIATE OF BUYER TO OR FOR THE CREDIT OR THE ACCOUNT OF SELLER AGAINST ANY OF
OR ALL THE OBLIGATIONS OF SELLER NOW OR HEREAFTER EXISTING UNDER THIS AGREEMENT
IRRESPECTIVE OF WHETHER OR NOT BUYER SHALL HAVE MADE ANY DEMAND UNDER THIS
AGREEMENT (AND WITHOUT PRIOR NOTICE TO SELLER) AND ALTHOUGH SUCH OBLIGATIONS
MAY BE UNMATURED, WHEREUPON SUCH OBLIGATIONS OWING BY BUYER OR ITS AFFILIATES TO
SELLER SHALL, TO THE EXTENT (AND ONLY TO THE EXTENT) OF SUCH SET OFF ACTUALLY
MADE BY BUYER, BE DISCHARGED. THE RIGHTS OF BUYER UNDER THIS SECTION ARE IN
ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) WHICH
BUYER MAY HAVE.
5.
SECURITY INTEREST
Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the
Purchased Assets and not loans from Buyer to Seller secured by the Purchased
Assets. However, in the event any such Transaction is deemed to be a loan,
Seller hereby pledges all of its right, title, and interest in, to and under and
grants a first priority lien on, and security interest in, all of the following
property, whether now owned or hereafter acquired, now existing or hereafter
created and wherever located (collectively, the "Collateral") to Buyer to secure
the payment and performance of all amounts or obligations owing to Buyer
pursuant to this Agreement and the related documents described herein:
(A)
THE PURCHASED ASSETS, INCLUDING THOSE
IDENTIFIED IN THE CONFIRMATIONS, SERVICING AGREEMENTS, SERVICING RECORDS,
HEDGING TRANSACTIONS, INSURANCE RELATING TO THE
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