Draw on Seller Security. Buyer may draw upon or make a claim on Seller Security (a) to satisfy any amounts owed by Seller to Buyer under this Agreement (other than disputed amounts) that are not satisfied within ten (10) Days following the date on which such amounts become due and owing pursuant to Section 9.3, or (b) in the entire amount of such Seller Security if any Guaranty, Letter of Credit or Escrow Account or other form of Seller Security instrument is due to expire by its terms within thirty (30) Days and has not been replaced, and Seller continues to be required to provide such Seller Security, in which instance Buyer may hold the proceeds of such draw as a cash balance to secure Seller’s obligations but shall return such to Seller upon Seller’s provision of substitute Seller Security in accordance with this Agreement. Upon termination of this Agreement due to a Seller Event of Default, Buyer shall have the right to draw upon or make a claim on Seller Security for any undisputed amounts owed to Buyer under this Agreement. In the event Seller becomes Bankrupt, if any payment has been made by Seller to Buyer within the period prior to Seller becoming Bankrupt in a manner that such Seller payment to Buyer could be challenged or recovered as a preference or fraudulent conveyance in bankruptcy, Buyer may, at any time prior to expiry of Seller Security, draw upon or make a claim on such Seller Security in an amount equal to the potentially recoverable prior payment and hold such amount in a segregated account until the later of (i) the last date on which any trustee or party may assert claims seeking to recover such payment, if no such claim has been asserted, and (ii) final adjudication of any asserted claim as to such payment, provided that, if no such claim for recovery of such payment has been timely asserted or if such claim is finally adjudicated and found not recoverable from Buyer, the amount in the segregated account shall be promptly paid to Seller, and, if the payment is recovered from Buyer, such amount may be retained by Buyer.
Draw on Seller Security. Any amounts owed by Seller to Buyer under this Agreement (other than disputed amounts) and not satisfied within thirty (30) Days of becoming due and owing may be satisfied by Buyer through a draw on Seller Security. Buyer may also draw on Seller Security as provided in Section 7.4 or Section 7.5. Prior to termination, Buyer shall have the right to draw upon Seller Security for any undisputed amounts owed to Buyer under this Agreement. 41
