AND LOCAL INCOME AND FRANCHISE TAXES TO
TREAT EACH TRANSACTION AS INDEBTEDNESS OF SELLER THAT IS SECURED BY THE
PURCHASED ASSETS AND TO TREAT THE PURCHASED ASSETS AS BEING 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 IN THE
ABSENCE OF A DEFAULT BY SELLER, UNLESS REQUIRED BY LAW.
9.
SECURITY INTEREST
A)
SELLER AND BUYERS INTEND THAT THE TRANSACTIONS HEREUNDER BE SALES
TO THE APPLICABLE BUYER OF THE PURCHASED ASSETS AND NOT LOANS FROM THE
APPLICABLE BUYER TO SELLER SECURED BY THE PURCHASED ASSETS. HOWEVER, IN ORDER TO
PRESERVE BUYERS' RIGHTS UNDER THIS AGREEMENT IN THE EVENT THAT A COURT OR OTHER
FORUM RECHARACTERIZES THE TRANSACTIONS HEREUNDER AS OTHER THAN SALES,
SELLER
HEREBY GRANTS TO THE AGENT, ON BEHALF OF THE BUYERS, AS SECURITY FOR SELLER'S
PERFORMANCE OF ALL OF ITS OBLIGATIONS, 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) 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, AGREEMENTS (INCLUDING, WITHOUT LIMITATION, THE
RELATED MASTER LOAN AGREEMENT AND MASTER NOTE) SECURITIES, INVESTMENT PROPERTY
AND GENERAL INTANGIBLES AND OTHER ASSETS COMPRISING OR RELATING TO THE PURCHASED
ASSETS, (VI) ANY SECURITIES OR DEPOSIT ACCOUNT RELATED TO THE TRANSACTIONS AND
THE RELATED LOANS AND/OR TRIPLE NET LEASES, INCLUDING THE COLLECTION ACCOUNT AND
ALL SECURITY ENTITLEMENTS TO FINANCIAL ASSETS (INCLUDING CASH) NOW OR HEREAFTER
CARRIED IN OR CREDITED TO ANY SUCH SECURITIES OR DEPOSIT 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 ANY PORTION OF 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 THE BUYERS
HEREUNDER.
The parties acknowledge and agree that the perfection of such security interest
is intended to be accomplished through, among other steps, possession of the
related Note by a Buyer, the Custodian or by any other Person on any Buyer's
behalf, and that such possession unless otherwise agreed is for such