SHALL BE APPLIED BY THE DEPOSITORY ON THE BUSINESS DAY NEXT FOLLOWING THE
BUSINESS DAY ON WHICH SUCH FUNDS ARE DEPOSITED IN THE CASH MANAGEMENT ACCOUNT AS
FOLLOWS:
(I)
FIRST, PRO RATA, (I) TO BUYER, AN AMOUNT EQUAL TO THE PRICE
DIFFERENTIAL THAT HAS ACCRETED AND IS OUTSTANDING IN RESPECT OF ALL OF THE
PURCHASED ASSETS AS OF SUCH BUSINESS DAY AND (II) TO ANY AFFILIATED HEDGE
COUNTERPARTY, ANY AMOUNTS THEN DUE AND PAYABLE TO AN AFFILIATED HEDGE
COUNTERPARTY UNDER ANY HEDGING TRANSACTION RELATED TO SUCH PURCHASED ASSET;
(II)
SECOND, TO BUYER ON ACCOUNT OF THE REPURCHASE PRICE OF THE
PURCHASED ASSETS UNTIL THE REPURCHASE PRICE FOR ALL OF THE PURCHASED ASSETS HAS
BEEN REDUCED TO ZERO;
(III)
THIRD, TO BUYER , AN AMOUNT EQUAL TO ANY OTHER AMOUNTS DUE AND
OWING TO BUYER OR ITS AFFILIATES UNDER ANY TRANSACTION DOCUMENT; AND
(IV)
FOURTH, TO REMIT TO SELLER THE REMAINDER.
ARTICLE 6.
SECURITY INTEREST
(A)
BUYER AND SELLER INTEND THAT THE TRANSACTIONS HEREUNDER BE SALES
TO BUYER OF THE PURCHASED ASSETS AND NOT LOANS FROM BUYER TO SELLER SECURED BY
THE PURCHASED ASSETS.
HOWEVER, IN ORDER TO PRESERVE BUYER'S RIGHTS UNDER THIS
AGREEMENT IN THE EVENT THAT A COURT OR OTHER FORUM RE-CHARACTERIZES THE
TRANSACTIONS HEREUNDER AS LOANS AND AS SECURITY FOR THE PERFORMANCE BY SELLER OF
ALL OF SELLER'S OBLIGATIONS TO BUYER UNDER THE TRANSACTION DOCUMENTS AND THE
TRANSACTIONS ENTERED INTO HEREUNDER, OR IN THE EVENT THAT A TRANSFER OF A
PURCHASED ASSET IS OTHERWISE INEFFECTIVE TO EFFECT AN OUTRIGHT TRANSFER OF SUCH
PURCHASED ASSET TO BUYER, SELLER HEREBY ASSIGNS, PLEDGES AND GRANTS A SECURITY
INTEREST IN ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE PURCHASED
ITEMS (AS DEFINED BELOW) TO BUYER TO SECURE THE PAYMENT OF THE REPURCHASE PRICE
AND PRICE DIFFERENTIAL ON ALL TRANSACTIONS TO WHICH IT IS A PARTY AND ALL OTHER
AMOUNTS OWING BY IT TO BUYER HEREUNDER, INCLUDING, WITHOUT LIMITATION, AMOUNTS
OWING PURSUANT TO ARTICLE 26, AND UNDER THE OTHER TRANSACTION DOCUMENTS,
INCLUDING ANY OBLIGATIONS OF SELLER UNDER ANY HEDGING TRANSACTION ENTERED INTO
WITH ANY AFFILIATED HEDGE COUNTERPARTY (INCLUDING, WITHOUT LIMITATION, ALL
AMOUNTS ANTICIPATED TO BE PAID TO BUYER BY AN AFFILIATED HEDGE COUNTERPARTY AS
PROVIDED FOR IN THE DEFINITION OF REPURCHASE PRICE) (COLLECTIVELY, THE
"REPURCHASE OBLIGATIONS").
SELLER AGREES TO MARK ITS COMPUTER RECORDS AND TAPES
TO EVIDENCE THE INTERESTS GRANTED TO BUYER HEREUNDER.
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, IS HEREINAFTER REFERRED TO AS THE "PURCHASED ITEMS":
(I)
THE PURCHASED ASSETS AND ALL "SECURITIES ACCOUNTS" (AS DEFINED IN
ARTICLE 8-501(A) OF THE UCC) TO WHICH ANY OR ALL OF THE PURCHASED ASSETS ARE
CREDITED;
(II)
ANY AND ALL ADDITIONAL ELIGIBLE COLLATERAL TRANSFERRED TO BUYER
IN ACCORDANCE WITH ARTICLE 4(A);
37
(III)
THE PURCHASED ASSET DOCUMENTS, SERVICING AGREEMENTS, SERVICING
RECORDS, INSURANCE RELATING TO THE PURCHASED ASSETS, AND COLLECTION AND ESCROW
ACCOUNTS RELATING