TO BUYER BY CUSTOMER ON DEMAND BY BUYER.
SECTION 2.9.
GENERAL SETTLEMENT PROCEDURES; MANDATORY AND VOLUNTARY
PREPAYMENTS.
(A)
CUSTOMER SHALL CAUSE, AND SHALL INSTRUCT ALL OBLIGORS AT ALL TIMES
TO CAUSE, AND SHALL ENSURE THAT AT ALL TIMES, ALL COLLECTIONS OF RECEIVABLES
RELATING TO THE WAREHOUSE ASSETS BE PAID DIRECTLY TO THE COLLECTION ACCOUNT.
IF
FOR ANY REASON CUSTOMER RECEIVES ANY COLLECTIONS IN ANY OTHER MANNER, IT WILL BY
THE CLOSE OF BUSINESS ON THE FIRST BUSINESS DAY AFTER THE DATE OF RECEIPT
DEPOSIT THE SAME TO THE COLLECTION ACCOUNT, AND CUSTOMER SHALL DIRECT SERVICER
TO SO DEPOSIT SUCH COLLECTIONS RECEIVED BY SERVICER, AND ALL SUCH COLLECTIONS
SHALL BE HELD IN TRUST FOR BUYER PENDING SUCH DEPOSIT.
(B)
EXCEPT AS PROVIDED IN SECTIONS 2.9(C) OR (D), ANY PAYMENT BY AN
OBLIGOR IN RESPECT OF ANY INDEBTEDNESS OWED BY IT TO CUSTOMER SHALL, EXCEPT AS
OTHERWISE SPECIFIED BY SUCH OBLIGOR OR OTHERWISE REQUIRED BY CONTRACT OR LAW AND
UNLESS OTHERWISE INSTRUCTED BY BUYER BE APPLIED AS A COLLECTION OF ANY
RECEIVABLE OF SUCH OBLIGOR (STARTING WITH THE OLDEST SUCH RECEIVABLE) TO THE
EXTENT OF ANY AMOUNTS THEN DUE AND PAYABLE THEREUNDER BEFORE BEING APPLIED TO
ANY OTHER INDEBTEDNESS OF SUCH OBLIGOR.
(C)
CUSTOMER SHALL PAY MANDATORY PARTIAL PREPAYMENTS OF INVESTED
PRINCIPAL DIRECTLY TO BUYER FOR APPLICATION AGAINST THE AGGREGATE PRINCIPAL
OUTSTANDING ON THE SECOND BUSINESS DAY FOLLOWING THE DATE THAT BUYER NOTIFIES
CUSTOMER THAT THE AGGREGATE PRINCIPAL OUTSTANDING EXCEEDS THE LESSER OF (I) THE
FACILITY LIMIT OR (II) THE WAREHOUSE ASSET LIMIT AMOUNT IN AN AMOUNT NOT LESS
THAN THE EXCESS OF AGGREGATE PRINCIPAL OUTSTANDING OVER THE LESSER OF (X) THE
FACILITY LIMIT OR (Y) THE WAREHOUSE ASSET LIMIT AMOUNT.
NOTWITHSTANDING
ANYTHING IN SECTIONS 2.5 OR 2.6 OR THE PAYING AGENT AGREEMENT TO THE CONTRARY,
ALL PARTIAL PREPAYMENTS OF INVESTED PRINCIPAL SHALL BE APPLIED BY BUYER TO
REDUCE THE AGGREGATE PRINCIPAL OUTSTANDING.
UNLESS A TERMINATION EVENT EXISTS,
BUYER WILL NOT PROVIDE THE NOTICE DESCRIBED IN THIS SECTION 2.9(C) AS A RESULT
OF MARKET VALUE REDUCTIONS (EXCLUSIVE OF REDUCTIONS IN MARKET VALUE BY VIRTUE OF
DEFAULTED RECEIVABLES OR OTHER CHANGES IN THE NET RECEIVABLES BALANCE) UNLESS
AND
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UNTIL THE AGGREGATE OF ALL MARKET VALUE REDUCTIONS EQUALS OR EXCEEDS FIVE
PERCENT (5%) OF THE THEN AGGREGATE PRINCIPAL OUTSTANDING.
(D)
VOLUNTARY PARTIAL PREPAYMENTS OF INVESTED PRINCIPAL ARE NOT
PERMITTED EXCEPT AS PROVIDED IN THIS SECTION 2.9(D) AND SECTION 2.13
CUSTOMER
MAY, ON NOT LESS THAN TEN (10) BUSINESS DAYS' PRIOR IRREVOCABLE NOTICE, MAKE
VOLUNTARY PARTIAL PREPAYMENTS OF INVESTED PRINCIPAL TO BUYER FOR APPLICATION
AGAINST THE AGGREGATE PRINCIPAL OUTSTANDING ON THE DATE OF SUCH PAYMENT.
NOTWITHSTANDING THIS SECTION 2.9(D) TO THE CONTRARY, (I) MINIMUM PARTIAL
PREPAYMENTS OF INVESTED PRINCIPAL SHALL NOT BE LESS THAN $2,500,000 AND (II) NO
SUCH PARTIAL PREPAYMENT OF INVESTED PRINCIPAL WILL BE PERMITTED IF SUCH PARTIAL
PREPAYMENT, TOGETHER WITH ALL OTHER SUCH PARTIAL PREPAYMENTS AND INVESTMENTS OF
PRINCIPAL, EXCEEDS SIX IN ANY MONTH.
NOTWITHSTANDING ANYTHING IN SECTIONS 2.5
OR 2.6 OF THIS AGREEMENT TO THE CONTRARY, ALL PARTIAL PREPAYMENTS