AS APPLICABLE, TO THE BUYER
WITHIN TWO (2) BUSINESS DAYS OF RECEIPT IN THE MANNER AND/OR TO THE ACCOUNT
SPECIFIED BY THE BUYER FROM TIME TO TIME IN WRITING.
IF, AFTER CLOSING, BUYER
RECEIVES ANY PAYMENT RELATING TO ASSETS OF THE DEBTOR WHICH ARE NOT A PART OF
THE PURCHASED ASSETS, BUYER SHALL PROMPTLY DELIVER SAME TO THE PARTY ENTITLED TO
SUCH PAYMENT(S) PURSUANT TO SECTION 7 HEREOF.
SECTION 3.7
LETTERS OF CREDIT.
FOR EACH
EXISTING LETTER OF CREDIT PREVIOUSLY ISSUED BY SECURED PARTY OR ANY AFFILIATE OF
SECURED PARTY WITH RESPECT TO A LOAN AND WHICH REMAINS OUTSTANDING ON THE
CLOSING DATE ("EXISTING LCS "), THE BUYER SHALL, AT THE BUYER'S OPTION, EITHER
(I) AS OF THE CLOSING DATE, DELIVER TO SECURED PARTY (A) ONE OR MORE BACKUP
LETTERS OF CREDIT ISSUED TO AND FOR THE BENEFIT OF SECURED PARTY BY A COMMERCIAL
BANK ACCEPTABLE TO, AND IN FORM AND SUBSTANCE SATISFACTORY TO, SECURED PARTY, IN
AN AGGREGATE AMOUNT EQUAL TO THE AGGREGATE UNDRAWN AND UNREIMBURSED AMOUNT OF
ALL SUCH EXISTING LCS, TOGETHER WITH (B) A CASH DEPOSIT IN THE AMOUNT EQUAL TO
3.0% OF THE AGGREGATE AMOUNT OF ALL SUCH EXISTING LC'S, TO BE HELD BY SECURED
PARTY AND APPLIED IN REIMBURSEMENT OF COSTS, FEES AND EXPENSES ("LC CHARGES")
FROM TIME TO TIME CHARGED OR INCURRED BY SECURED PARTY OR ITS AFFILIATE
ASSOCIATED WITH THE EXISTING LCS, OR ANY OF THEM, OR (II) ELECT THAT ANY LETTER
OF CREDIT REMAIN OUTSTANDING IN ACCORDANCE WITH ITS TERMS; PROVIDED BUYER
DELIVERS TO THE ISSUER CASH COLLATERAL IN AN AMOUNT EQUAL TO 105% OF THE UNDRAWN
AND UNREIMBURSED AMOUNT OF SUCH LETTER OF CREDIT, BUT IN EACH INSTANCE ONLY
UNTIL THE NEXT SCHEDULED EXPIRATION DATE APPLICABLE THERETO. DURING ANY TIME
THAT A LETTER OF CREDIT SHALL REMAIN OUTSTANDING, SECURED PARTY SHALL (A) NOT
CONSENT OR AGREE TO AMEND SAME WITHOUT THE BUYER'S CONSENT AND (B) IF
APPLICABLE, ASSIGN SAME TO BUYER.
BUYER AGREES TO PAY SECURED PARTY,
ON DEMAND, THE AMOUNT, IF ANY, BY WHICH THE AGGREGATE LC CHARGES EXCEED THE
AMOUNT DEPOSITED BY BUYER PURSUANT TO CLAUSE (I)(B) PRECEDING.
AS SOON AS IS
REASONABLY PRACTICABLE AFTER THE EXPIRY DATE OF EACH UNDRAWN EXISTING LC,
SECURED PARTY SHALL DELIVER TO THE BUYER (X) THE AMOUNT OF ANY CASH COLLATERAL
POSTED IN ACCORDANCE WITH CLAUSE (II) ABOVE OR (Y) IF THE BUYER HAS ELECTED THE
OPTION SET FORTH IN CLAUSE (I) ABOVE, THE UNUSED PORTION OF THE LC CHARGES
RELATIVE TO THE UNUSED PORTION OF THE EXPIRED EXISTING LC THEN HELD BY SECURED
PARTY AND AN ACCOUNTING SETTING FORTH THE APPLICATION OF SUCH LC CHARGES.
3.8
LIQUIDATION OF PORTFOLIO.
BUYER AGREES
THAT, UNTIL THE PORTFOLIO HAS BEEN PAID IN FULL OR LIQUIDATED, IT SHALL SERVICE
THE LOANS IN THE SAME MANNER AS IT SERVICES ALL OF ITS OTHER LOANS AND IN
ACCORDANCE WITH ITS THEN EXISTING CREDIT POLICIES AND PROCEDURES.
ALL PAYMENTS
OF PRINCIPAL, INTEREST AND FEES SHALL BE CALCULATED AS SET FORTH IN SECTION 3.3
AND DISTRIBUTED IN ACCORDANCE WITH