CONTAINED IN THIS SECTION 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
NOTHING CONTAINED IN THIS SECTION 8 SHALL REQUIRE BUYER TO MAKE AVAILABLE ANY OF
ITS TAX RETURNS OR OTHER INFORMATION THAT IT DEEMS TO BE CONFIDENTIAL OR
PROPRIETARY.
F)
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES
THAT IT IS ITS INTENT FOR PURPOSES OF U.S. FEDERAL, STATE AND LOCAL INCOME AND
FRANCHISE TAXES TO TREAT EACH TRANSACTION AS INDEBTEDNESS OF SELLER THAT IS
SECURED BY THE PURCHASED ASSETS AND THAT THE PURCHASED ASSETS ARE OWNED BY
SELLER IN THE ABSENCE OF A DEFAULT BY SELLER.
ALL PARTIES TO THIS AGREEMENT
AGREE TO SUCH TREATMENT AND AGREE TO TAKE NO ACTION INCONSISTENT WITH THIS
TREATMENT, UNLESS REQUIRED BY LAW.
9.
SECURITY INTEREST
A)
SELLER AND BUYER 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
RECHARACTERIZES THE TRANSACTIONS HEREUNDER AS OTHER THAN SALES, AND AS SECURITY
FOR SELLER'S PERFORMANCE OF ALL OF ITS OBLIGATIONS, SELLER HEREBY GRANTS BUYER A
FULLY PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE FOLLOWING PROPERTY,
WHETHER NOW EXISTING OR HEREAFTER ACQUIRED: (I) THE PURCHASED ASSETS, (II) THE
RECORDS, (III) ALL RELATED SERVICING RIGHTS, (IV) ALL MORTGAGE GUARANTIES AND
INSURANCE RELATING TO SUCH PURCHASED ASSETS (ISSUED BY GOVERNMENTAL AGENCIES OR
OTHERWISE)
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OR THE RELATED MORTGAGED PROPERTY AND ANY MORTGAGE INSURANCE CERTIFICATE OR
OTHER DOCUMENT EVIDENCING SUCH MORTGAGE GUARANTIES OR INSURANCE AND ALL CLAIMS
AND PAYMENTS THEREUNDER, (V) ALL INSTRUMENTS, CHATTEL PAPER, SECURITIES,
INVESTMENT PROPERTY AND GENERAL INTANGIBLES AND OTHER ASSETS COMPRISING OR
RELATING TO THE PURCHASED ASSETS, (VI) ANY SECURITIES ACCOUNT, INCLUDING THE
COLLECTION ACCOUNT AND ALL SECURITY ENTITLEMENTS TO FINANCIAL ASSETS NOW OR
HEREAFTER CARRIED IN OR CREDITED TO ANY SECURITIES ACCOUNT, (VII) ALL RIGHTS TO
INCOME AND THE RIGHTS TO ENFORCE SUCH PAYMENTS ARISING FROM ANY OF THE PURCHASED
ASSETS, (VIII) ALL GUARANTEES OR OTHER SUPPORT FOR THE PURCHASED ASSETS,
(IX) ANY AND ALL REPLACEMENTS, SUBSTITUTIONS, DISTRIBUTIONS ON THE PURCHASED
ASSETS, (X) ANY INTEREST IN THE PURCHASED ASSETS OR THE SERVICING OF THE
PURCHASED ASSETS, AND (XI) ANY NOW EXISTING OR HEREAFTER ARISING PROCEEDS AND
DISTRIBUTIONS WITH RESPECT TO ANY OF THE FOREGOING AND ANY OTHER PROPERTY,
RIGHTS, TITLES OR INTERESTS AS ARE SPECIFIED ON A TRANSACTION NOTICE
(COLLECTIVELY, THE "COLLATERAL").
SELLER ACKNOWLEDGES AND AGREES THAT ITS
RIGHTS WITH RESPECT TO THE COLLATERAL (INCLUDING WITHOUT LIMITATION, ITS
SECURITY INTEREST IN THE PURCHASED ASSETS AND ANY OTHER COLLATERAL GRANTED TO
SELLER PURSUANT TO ANY OTHER AGREEMENT) ARE AND SHALL CONTINUE TO BE AT ALL
TIMES JUNIOR AND SUBORDINATE TO THE RIGHTS OF BUYER HEREUNDER.
The parties acknowledge and agree that the perfection of such security interest
is intended to be accomplished through possession of the related Purchased
Assets by Buyer, the Custodian or by any other Person on Buyer's behalf, and
that such possession unless otherwise agreed is for