SAME INSTRUMENT
(F)
THE HEADINGS IN THE TRANSACTION DOCUMENTS ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OR CONSTRUCTION OF THE
TRANSACTION DOCUMENTS.
(G)
WITHOUT LIMITING THE RIGHTS AND REMEDIES OF BUYER UNDER THE
TRANSACTION DOCUMENTS, SELLER SHALL PAY BUYER'S REASONABLE OUT-OF-POCKET COSTS
AND EXPENSES, INCLUDING REASONABLE FEES AND EXPENSES OF ACCOUNTANTS, ATTORNEYS
AND ADVISORS, INCURRED IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION AND CONSUMMATION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO,
THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS THEREUNDER UP TO $75,000. SELLER
AGREES TO PAY BUYER ON DEMAND ALL COSTS AND EXPENSES (INCLUDING REASONABLE
EXPENSES FOR LEGAL SERVICES OF EVERY KIND) OF ANY SUBSEQUENT ENFORCEMENT OF ANY
OF THE PROVISIONS HEREOF, OR OF THE PERFORMANCE BY BUYER OF ANY OBLIGATIONS OF
SELLER IN RESPECT OF THE PURCHASED LOANS, OR ANY ACTUAL OR ATTEMPTED SALE, OR
ANY EXCHANGE, ENFORCEMENT, COLLECTION; COMPROMISE OR SETTLEMENT IN RESPECT OF
ANY OF THE PURCHASED LOANS AND FOR THE CUSTODY, CARE OR PRESERVATION OF THE
PURCHASED LOANS (INCLUDING INSURANCE COSTS) AND DEFENDING OR ASSERTING RIGHTS
AND CLAIMS OF BUYER IN RESPECT THEREOF, BY LITIGATION OR OTHERWISE. IN ADDITION,
SELLER AGREES TO PAY BUYER ON DEMAND ALL REASONABLE COSTS AND EXPENSES
(INCLUDING REASONABLE EXPENSES FOR LEGAL SERVICES) INCURRED IN CONNECTION WITH
THE MAINTENANCE OF THE COLLECTION ACCOUNT AND REGISTERING THE PURCHASED LOANS IN
THE NAME OF BUYER OR ITS NOMINEE. ALL SUCH EXPENSES SHALL BE RECOURSE
OBLIGATIONS OF SELLER TO BUYER UNDER THIS AGREEMENT.
(H)
EACH PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH
MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION
OF THIS AGREEMENT SHALL BE PROHIBITED BY OR BE INVALID UNDER SUCH LAW, SUCH
PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS
OF THIS AGREEMENT.
(I)
THE PARTIES ACKNOWLEDGE AND AGREE THAT ALTHOUGH THEY INTEND TO
TREAT EACH TRANSACTION AS A SALE OF THE PURCHASED LOANS, IN THE EVENT THAT SUCH
SALE SHALL BE RECHARACTERIZED AS A SECURED FINANCING, THIS AGREEMENT SHALL ALSO
SERVE AS A SECURITY AGREEMENT WITH RESPECT TO BUYER'S RIGHTS IN THE COLLATERAL.
IN ORDER TO SECURE AND TO PROVIDE FOR THE PROMPT AND
53
UNCONDITIONAL REPAYMENT OF THE REPURCHASE PRICE AND THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT, SELLER HEREBY PLEDGES TO BUYER AND HEREBY
GRANTS TO BUYER A FIRST PRIORITY SECURITY INTEREST IN ALL OF ITS RIGHTS IN THE
COLLATERAL REFERRED TO IN SECTION 5 HEREOF. BUYER MAY WITHOUT SELLER'S
EXECUTION, CONSENT OR APPROVAL, AND SELLER HEREBY COVENANTS THAT IT SHALL AT
BUYER'S REQUEST DULY EXECUTE ANY FORM UCC FINANCING STATEMENTS AS MAY BE
REQUIRED BY BUYER IN ORDER TO PERFECT ITS SECURITY INTEREST CREATED HEREBY IN
SUCH RIGHTS AND OBLIGATIONS GRANTED ABOVE, IT BEING AGREED THAT SELLER SHALL PAY
ANY AND ALL FEES REQUIRED TO FILE SUCH FINANCING STATEMENTS.
(J)
THIS AGREEMENT CONTAINS A FINAL AND COMPLETE INTEGRATION OF ALL
PRIOR EXPRESSIONS BY THE PARTIES WITH RESPECT TO THE