PAYMENT IN FULL OF ALL CUSTOMER OBLIGATIONS, (B) BE BINDING
UPON CUSTOMER AND ITS SUCCESSORS AND ASSIGNS AND (C) INURE, TOGETHER WITH THE
RIGHTS AND REMEDIES OF BUYER AND THE OTHER PURCHASER REPRESENTATIVES HEREUNDER,
TO THE BENEFIT OF BUYER AND THE OTHER PURCHASER REPRESENTATIVES AND THEIR
RESPECTIVE SUCCESSORS,
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transferees and assigns.
Upon the indefeasible payment in full of Customer
Obligations and the termination of this Agreement, the interests granted hereby
shall terminate and all rights to the Warehouse Assets assigned or pledged by
Customer shall revert to Customer.
Upon any such termination, Buyer and the
other Purchaser Representatives will, at Customer's expense, execute and deliver
to Customer such documents as Customer shall reasonably request to evidence such
termination.
Customer agrees that this Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, on
any Customer Obligation is rescinded or must otherwise be restored by Customer
upon the bankruptcy or reorganization of Customer or any of its Subsidiaries or
any other Person or otherwise.
SECTION 12.16.
INDEPENDENT CONTRACTOR.
CUSTOMER IS AN
INDEPENDENT CONTRACTOR IN ALL MATTERS RELATING TO THIS AGREEMENT AND THE
WAREHOUSE ASSETS AND IS NOT AN AGENT OR REPRESENTATIVE OF BUYER OR ANY OF ITS
AFFILIATES.
CUSTOMER HAS NO AUTHORITY TO ACT ON BEHALF OF OR BIND BUYER OR ANY
OF ITS AFFILIATES.
SECTION 12.17.
STATEMENTS OF ACCOUNT.
EACH REPORT,
BILLING STATEMENT, AND PAYMENT TRANSCRIPT WHICH IS PREPARED BY BUYER SHALL,
EXCEPT FOR DEMONSTRABLE ERRORS, BE DEEMED FINAL, BINDING AND CONCLUSIVE UPON
CUSTOMER IN ALL RESPECTS AS TO ALL MATTERS REFLECTED THEREIN, AND SHALL
CONSTITUTE AN ACCOUNT STATED BETWEEN CUSTOMER AND BUYER, UNLESS THEREAFTER
WAIVED IN WRITING BY BUYER OR UNLESS, WITHIN SIXTY (60) DAYS AFTER CUSTOMER'S
RECEIPT OF SUCH DOCUMENT, CUSTOMER DELIVERS TO BUYER NOTICE OF A WRITTEN
OBJECTION THERETO SPECIFYING THE CLAIMED ERROR.
IN THE EVENT OF SUCH AN ERROR,
ONLY THOSE ITEMS EXPRESSLY OBJECTED TO IN SUCH NOTICE SHALL BE DEEMED TO BE
DISPUTED BY CUSTOMER AND BUYER'S ONLY LIABILITY TO CUSTOMER SHALL BE TO ISSUE A
CORRECTED DOCUMENT.
SECTION 12.18.
PUBLICITY.
BUYER (AND BUYER'S AFFILIATES)
MAY AND CUSTOMER DOES HEREBY AUTHORIZE BUYER (AND ITS AFFILIATES) TO, REFER, IN
ITS SOLE DISCRETION, TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT IN
TOMBSTONE ADVERTISEMENTS, OFFERING MEMORANDA IN CONNECTION WITH SECURITIZATIONS
AND REPORTS TO INVESTORS, WHICH REFERENCES, MAY INCLUDE USE OF PHOTOGRAPHS,
DRAWINGS AND OTHER DEPICTIONS, A DESCRIPTION OF THE TRANSACTION CONTEMPLATED BY
THIS AGREEMENT, USE OF CUSTOMER'S NAME AND THE LOGO OF CUSTOMER.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date hereof.
FALCON FINANCIAL INVESTMENT TRUST, a
Maryland real estate investment trust, as Customer
By:
/s/ David A. Karp
Name: David A. Karp
Title: President
Telecopier No.:
(203) 967-1717
15 Commerce Road
Stamford, Connecticut
06902
Attn:
President
with copies to:
Telecopier No.
(203) 967-1717
15 Commerce Road
Stamford, Connecticut
06902
Attn:
General Counsel
and to: