SECTION 7.
BECAUSE OF DRAW DOWNS ON THE HOLD
BACK AMOUNT OR PAYMENT BY THE OBLIGORS OR BOTH, THERE MAY COME A TIME (THE
"BUYER PAYMENT DATE") WHEN PAYMENTS MADE ON ACCOUNT OF THE LOANS SHALL
EFFECTIVELY BE ENTIRELY FOR THE BENEFIT OF THE PARTY ENTITLED TO PAYMENTS IN
ACCORDANCE WITH SECTION 7.
FROM AND AFTER THAT TIME, THE HOLD BACK AMOUNT MAY
OR MAY NOT HAVE BEEN ENTIRELY DEPLETED.
RECOGNIZING THAT BUYER, AT THAT TIME,
WOULD HAVE NO INCENTIVE TO PURSUE COLLECTION OF THE REMAINING BALANCE DUE ON THE
LOANS, IT IS AGREED THAT ON THE BUYER PAYMENT DATE AND DURING THE CONTINUANCE
THEREOF, BUYER SHALL BE PAID A FEE DETERMINED AS FOLLOWS:
FOR EACH DAY ON WHICH THE AVERAGE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE
LOANS WITHIN THE PORTFOLIO WAS EQUAL TO OR LESS THAN THE THEN APPLICABLE HOLD
BACK AMOUNT OR ADJUSTED HOLD BACK, AS THE CASE MAY BE, THE AMOUNT OF EACH
PAYMENT TO BE MADE AS SET FORTH IN SECTION 3.3(D)(II) SHALL BE REDUCED BY AN
AMOUNT EQUAL TO THE GREATER OF (A) .00019178 MULTIPLIED BY THE AVERAGE AGGREGATE
PRINCIPAL AMOUNT OF THE LOANS WITHIN THE PORTFOLIO, AND (B) $133.34 MULTIPLIED
BY THE NUMBER OF LOANS OUTSTANDING WITHIN THE PORTFOLIO FOR EACH DAY IN THE
PERIOD OF DETERMINATION.
3.9
QUARTERLY REPORT.
AT THE REQUEST OF
DEBTOR OR SECURED PARTY, BUYER SHALL PROVIDE QUARTERLY, A REPORT SETTING FORTH
THE CALCULATION BY BUYER OF ALL AMOUNTS DUE PURSUANT TO SECTION 3.3(A), (B) AND
(C).
AT THE REQUEST OF DEBTOR OR SECURED PARTY AND AT DEBTOR'S SOLE COST AND
EXPENSE, DEBTOR OR SECURED PARTY, OR ITS RESPECTIVE AGENTS, SERVANTS OR
EMPLOYEES SHALL HAVE THE RIGHT, ONCE IN EACH CALENDAR QUARTER, TO EXAMINE THE
BOOKS AND RECORDS OF BUYER SOLELY WITH RESPECT TO LOANS AND BUYER'S CALCULATION
OF AMOUNTS DUE UNDER SECTION 3.
SECTION 4.
DELIVERABLES.
FOLLOWING SATISFACTION OR
WAIVER BY THE APPLICABLE PARTY OF EACH OF THE CONDITIONS PRECEDENT SPECIFIED BY
SECTION 5, SECURED PARTY SHALL PROMPTLY DELIVER TO BUYER THE BILL OF SALE,
EXECUTED BY SECURED PARTY, SUBSTANTIALLY IN FORM AS APPEARS IN EXHIBIT D, AND
SECURED PARTY WILL PROMPTLY DELIVER OR CAUSE TO BE DELIVERED (AND IN RECOGNITION
AND ACKNOWLEDGEMENT OF SECURED PARTY'S RIGHTS AS SECURED PARTY, DEBTOR AGREES TO
DELIVER) TO BUYER THE ORIGINAL LOAN FILES.
AT BUYER'S REQUEST, SECURED PARTY
SHALL CAUSE EACH SUCH PROMISSORY NOTE TO BE PROPERLY ENDORSED WITHOUT RECOURSE
(AND IN RECOGNITION AND ACKNOWLEDGEMENT OF SECURED PARTY'S RIGHTS AS SECURED
PARTY, DEBTOR AGREES TO ENDORSE EACH SUCH PROMISSORY NOTE) IN FAVOR OF BUYER
(AND IN THE EVENT DEBTOR DOES NOT DO SO PROMPTLY UPON REQUEST, DEBTOR HEREBY
AUTHORIZES
SECURED PARTY TO DO SO ON ITS BEHALF) AS FOLLOWS:
"PAY TO THE ORDER OF "KELTIC
FINANCIAL PARTNERS LP."
SECTION 5.
CONDITIONS PRECEDENT.
SECTION 5.1
BUYER'S OBLIGATION TO DELIVER
THE CASH PORTION AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT IS CONDITIONED
UPON SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT:
I.
DELIVERY TO BUYER OF A COUNTERPART
OF THIS AGREEMENT, EXECUTED BY