PRODUCTS AND PROCEEDS RELATING TO OR
CONSTITUTING ANY OR ALL OF THE FOREGOING, (IX) SELLERS' INTERESTS UNDER ANY
ESCROW LETTERS AND INSURED CLOSING LETTERS WITH RESPECT TO ANY PURCHASED LOANS,
(X) ALL INTERESTS IN REAL PROPERTY OWNED BY THE SELLERS OR COLLATERALIZING ANY
LOANS, AND (XI) ANY AND ALL REPLACEMENTS, SUBSTITUTIONS, DISTRIBUTIONS ON OR
PROCEEDS OF ANY OR ALL OF THE FOREGOING (COLLECTIVELY THE "PURCHASED ITEMS").
EACH SELLER ACKNOWLEDGES AND AGREES THAT ITS RIGHTS WITH RESPECT TO THE
PURCHASED ITEMS (INCLUDING WITHOUT LIMITATION, ANY SECURITY INTEREST SELLERS MAY
HAVE IN THE PURCHASED LOANS AND ANY OTHER COLLATERAL GRANTED BY SELLERS TO BUYER
PURSUANT TO ANY OTHER AGREEMENT) ARE AND SHALL CONTINUE TO BE AT ALL TIMES
JUNIOR AND SUBORDINATE TO THE RIGHTS OF BUYER HEREUNDER.
(B)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE
BUYER, AND AT THE SOLE EXPENSE OF THE SELLERS, THE SELLERS WILL PROMPTLY AND
DULY EXECUTE AND DELIVER, OR WILL PROMPTLY CAUSE TO BE EXECUTED AND DELIVERED,
SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTION AS THE BUYER
MAY REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL
BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED,
INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY FINANCING OR CONTINUATION
STATEMENTS UNDER THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY JURISDICTION WITH
RESPECT TO THE PURCHASED ITEMS AND THE LIENS CREATED HEREBY.
THE SELLERS ALSO
HEREBY AUTHORIZES THE BUYER TO FILE ANY SUCH FINANCING OR CONTINUATION STATEMENT
WITHOUT THE SIGNATURE OF THE SELLERS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS AGREEMENT SHALL BE
SUFFICIENT AS A FINANCING STATEMENT FOR FILING IN ANY JURISDICTION.
THIS
AGREEMENT SHALL CONSTITUTE A SECURITY AGREEMENT UNDER APPLICABLE LAW.
(C)
EACH SELLER AGREES THAT IT SHALL NOT (I) CHANGE THE LOCATION OF
ITS CHIEF EXECUTIVE OFFICE/CHIEF PLACE OF BUSINESS FROM THAT SPECIFIED IN
SECTION 12(L) HEREOF, (II) CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE (OR
THE EQUIVALENT) OR CHANGE THE LOCATION WHERE IT MAINTAINS ITS RECORDS WITH
RESPECT TO THE PURCHASED ITEMS, OR (III) REINCORPORATE OR REORGANIZE UNDER THE
LAWS OF
26
ANOTHER JURISDICTION UNLESS IT SHALL HAVE GIVEN THE BUYER AT LEAST 30 DAYS PRIOR
WRITTEN NOTICE THEREOF AND SHALL HAVE DELIVERED TO THE BUYER ALL UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS AND AMENDMENTS THERETO AS THE BUYER SHALL
REQUEST AND TAKEN ALL OTHER ACTIONS DEEMED REASONABLY NECESSARY BY THE BUYER TO
CONTINUE ITS PERFECTED STATUS IN THE PURCHASED ITEMS WITH THE SAME OR BETTER
PRIORITY.
(D)
EACH SELLER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS BUYER AND
ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND
LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE
AND STEAD OF SUCH SELLER AND IN THE NAME OF SUCH SELLER OR IN ITS OWN NAME, FROM
TIME TO TIME IN BUYER'S DISCRETION, FOR THE PURPOSE OF CARRYING OUT THE TERMS OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, PROTECTING, PRESERVING AND
REALIZING