EQUAL TO (I) THE
SUMS PAID INTO THE COLLECTION ACCOUNT BY AN OBLIGOR FOR DEPOSIT INTO ANY ESCROW
ACCOUNT TO BE MAINTAINED BY SERVICER AND (II) AN AMOUNT EQUAL TO UNPAID FEES AND
EXPENSES OWING TO SERVICER UNDER THE SERVICING AGREEMENT WITH RESPECT TO ALL
PRIOR PERIODS AND (B) TO ITSELF, AN AMOUNT EQUAL TO THE UNPAID FEES AND EXPENSES
PAYABLE TO CUSTODIAN AND PAYING AGENT UNDER THIS AGREEMENT WITH RESPECT TO ALL
PRIOR PERIODS;
(II)
SECOND, TO BUYER, AN AMOUNT EQUAL TO THE INTEREST ACCRUED AND
UNPAID THROUGH SUCH DAY ON THE AGGREGATE PRINCIPAL OUTSTANDING;
(III)
THIRD, CONCURRENTLY, TO BUYER AND ANY OTHER PURCHASER
REPRESENTATIVE, ANY FEES, EXPENSES AND OTHER AMOUNTS OWED (OTHER THAN AGGREGATE
PRINCIPAL OUTSTANDING) UNDER THIS AGREEMENT TO SUCH PARTY, RATABLY IN ACCORDANCE
WITH THE UNPAID AMOUNTS THEREOF;
(IV)
FOURTH, TO BUYER, AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL
OUTSTANDING; AND
(V)
FIFTH, THE REMAINDER, IF ANY, TO CUSTOMER.
SECTION 2.7.
FACILITY FEES.
CUSTOMER AGREES TO PAY TO BUYER A
FACILITY FEE EQUAL TO $1,875,000, SUCH FACILITY FEE TO BE PAYABLE ON THE CLOSING
DATE.
32
SECTION 2.8.
PROTECTION OF OWNERSHIP INTEREST OF BUYER;
ATTORNEY-IN-FACT.
(A)
CUSTOMER AGREES THAT FROM TIME TO TIME, AT ITS EXPENSE, IT WILL
PROMPTLY EXECUTE AND DELIVER ALL INSTRUMENTS AND DOCUMENTS AND TAKE ALL ACTION
THAT BUYER MAY REASONABLY REQUEST IN ORDER TO PERFECT OR PROTECT THE WAREHOUSE
ASSETS OR TO ENABLE BUYER TO EXERCISE OR ENFORCE ANY OF ITS RIGHTS HEREUNDER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER WILL EXECUTE AND FILE
SUCH FINANCING OR CONTINUATION STATEMENTS OR AMENDMENTS THERETO OR ASSIGNMENTS
THEREOF AS MAY BE REASONABLY REQUESTED BY BUYER AND (C) DELIVER TO CUSTODIAN,
ALL CONTRACTS RELATING TO THE WAREHOUSE ASSETS.
TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, BUYER SHALL BE PERMITTED (BUT SHALL NOT BE OBLIGATED) TO SIGN
AND FILE CONTINUATION STATEMENTS AND AMENDMENTS THERETO AND ASSIGNMENTS THEREOF
WITHOUT CUSTOMER'S SIGNATURE.
CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF
THIS AGREEMENT OR ANY FINANCING STATEMENT SHALL BE SUFFICIENT AS A FINANCING
STATEMENT.
CUSTOMER HEREBY AUTHORIZES BUYER TO FILE ONE OR MORE FINANCING
STATEMENTS WITH REGARD TO THE WAREHOUSE ASSETS.
(B)
CUSTOMER HEREBY IRREVOCABLY AUTHORIZES, UPON THE OCCURRENCE AND
DURING THE CONTINUATION OF A TERMINATION EVENT, BUYER, AT CUSTOMER'S EXPENSE
WITHOUT ANY NOTICE TO CUSTOMER, AND TO NOTIFY ANY OR ALL OBLIGORS THAT BUYER HAS
AN INTEREST IN THE WAREHOUSE ASSETS.
ANY SUCH NOTICE SHALL, AT BUYER'S
ELECTION, BE SIGNED BY CUSTOMER AND MAY BE SENT ON CUSTOMER'S STATIONERY.
(C)
CUSTOMER HEREBY IRREVOCABLY APPOINTS BUYER (AND ALL PERSONS
DESIGNATED BY BUYER FOR THAT PURPOSE) AS CUSTOMER'S TRUE AND LAWFUL
ATTORNEY-IN-FACT TO ACT IN CUSTOMER'S PLACE IN CUSTOMER'S OR BUYER'S NAME (WHICH
APPOINTMENT SHALL BECOME EFFECTIVE UPON THE CLOSING DATE; PROVIDED, HOWEVER,
THAT NEITHER BUYER NOR ANY PERSON DESIGNATED BY BUYER PURSUANT TO THIS SECTION
2.8(C) SHALL EXERCISE THE FOLLOWING EXCEPT UPON AND DURING THE CONTINUATION OF A
TERMINATION EVENT):
(I) TO ENDORSE CUSTOMER'S NAME ON ANY COLLECTION; (II) TO
SIGN CUSTOMER'S NAME ON ANY ASSIGNMENT OR TERMINATION OF