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 THE 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
$5,000. 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 ASSETS, OR ANY ACTUAL OR
ATTEMPTED SALE, OR ANY EXCHANGE, ENFORCEMENT, COLLECTION; COMPROMISE OR
SETTLEMENT IN RESPECT OF ANY OF THE PURCHASED ASSETS AND FOR THE CUSTODY, CARE
OR PRESERVATION OF THE PURCHASED ASSETS (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 ASSETS 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 ASSETS, 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 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 SUBJECT MATTER HEREOF AND
THEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT