ITEMS OR COLLATERAL.
(C)
THE POWERS CONFERRED ON THE BUYER PURSUANT TO THIS SECTION 4.04 ARE SOLELY
TO PROTECT THE BUYER'S INTERESTS IN THE PURCHASED ITEMS AND THE COLLATERAL AND
SHALL NOT IMPOSE ANY DUTY UPON THE BUYER TO EXERCISE ANY SUCH POWERS. THE BUYER
SHALL BE ACCOUNTABLE ONLY FOR AMOUNTS THAT IT ACTUALLY RECEIVES AS A RESULT OF
THE EXERCISE OF SUCH POWERS, AND NEITHER THE BUYER
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NOR ANY OF ITS OFFICERS, DIRECTORS, OR EMPLOYEES SHALL BE RESPONSIBLE TO THE
SELLERS FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT FOR ITS OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
4.05
PERFORMANCE BY BUYER OF SELLERS' OBLIGATIONS. IF
ANY SELLER FAILS TO PERFORM OR COMPLY WITH ANY OF ITS AGREEMENTS CONTAINED IN
THE REPURCHASE DOCUMENTS AND THE BUYER ITSELF PERFORMS OR COMPLIES, OR OTHERWISE
CAUSES PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT, THE EXPENSES OF THE BUYER
INCURRED IN CONNECTION WITH SUCH PERFORMANCE OR COMPLIANCE, TOGETHER WITH
INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE POST-DEFAULT RATE, SHALL BE
PAYABLE BY THE SELLERS TO THE BUYER ON DEMAND AND SHALL CONSTITUTE REPURCHASE
OBLIGATIONS.
4.06
PROCEEDS. IF AN EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING, (A) ALL PROCEEDS OF PURCHASED ITEMS AND COLLATERAL RECEIVED BY
THE SELLERS CONSISTING OF CASH, CHECKS AND OTHER NEAR-CASH ITEMS SHALL BE HELD
BY THE SELLERS IN TRUST FOR THE BUYER, SEGREGATED FROM OTHER FUNDS OF THE
SELLERS, AND SHALL FORTHWITH UPON RECEIPT BY ANY SELLER BE TURNED OVER TO THE
BUYER IN THE EXACT FORM RECEIVED BY SUCH SELLER (DULY ENDORSED BY SUCH SELLER TO
THE BUYER, IF REQUIRED) AND (B) ANY AND ALL SUCH PROCEEDS RECEIVED BY THE BUYER
(WHETHER FROM A SELLER OR OTHERWISE) MAY, IN THE SOLE DISCRETION OF THE BUYER,
BE HELD BY THE BUYER AS COLLATERAL SECURITY FOR, AND/OR THEN OR AT ANY TIME
THEREAFTER MAY BE APPLIED BY THE BUYER AGAINST, THE REPURCHASE OBLIGATIONS
(WHETHER MATURED OR UNMATURED), SUCH APPLICATION TO BE IN SUCH ORDER AS THE
BUYER SHALL ELECT. ANY BALANCE OF SUCH PROCEEDS REMAINING AFTER THE REPURCHASE
OBLIGATIONS SHALL HAVE BEEN PAID IN FULL AND THIS REPURCHASE AGREEMENT SHALL
HAVE BEEN TERMINATED SHALL BE PAID OVER TO THE SELLERS OR TO WHOMSOEVER MAY BE
LAWFULLY ENTITLED TO RECEIVE THE SAME. FOR PURPOSES HEREOF, PROCEEDS SHALL
INCLUDE, BUT NOT BE LIMITED TO, ALL PRINCIPAL AND INTEREST PAYMENTS, ALL
PREPAYMENTS AND PAYOFFS, INSURANCE CLAIMS, CONDEMNATION AWARDS, SALE PROCEEDS,
REAL ESTATE OWNED RENTS AND ANY OTHER INCOME AND ALL OTHER AMOUNTS RECEIVED WITH
RESPECT TO ANY PURCHASED ITEMS OR COLLATERAL.
4.07
REMEDIES. IF ANY DEFAULT SHALL OCCUR AND BE
CONTINUING, THE BUYER MAY, AT ITS OPTION, ENTER INTO ONE OR MORE INTEREST RATE
PROTECTION AGREEMENTS COVERING ALL OR A PORTION OF THE PURCHASED LOANS SUBJECT
TO TRANSACTIONS OUTSTANDING HEREUNDER, AND THE SELLERS SHALL BE RESPONSIBLE FOR
ALL DAMAGES, JUDGMENTS, COSTS AND EXPENSES OF ANY KIND WHICH MAY BE IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST THE BUYER RELATING TO OR ARISING OUT OF SUCH
INTEREST RATE PROTECTION