PURCHASER AND ING THE REQUIRED RECEIPTS OR OTHER
REQUIRED DOCUMENTARY EVIDENCE, THE SELLER SHALL INDEMNIFY EACH PURCHASER AND ING
FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT SUCH PURCHASER OR ING IS
LEGALLY REQUIRED TO PAY AS A RESULT OF ANY SUCH FAILURE.
THE AGREEMENTS IN THIS
SUBSECTION SHALL SURVIVE THE TERMINATION OF THIS RECEIVABLES PURCHASE AGREEMENT.
SECTION 2.10.
FEES.
IN FURTHER CONSIDERATION OF THE RECEIVABLES PURCHASES TO
BE MADE HEREUNDER, THE SELLER AGREES TO PAY TO EACH APPLICABLE MANAGING AGENT,
EACH PURCHASER AND ING ALL FEES SPECIFIED IN THE APPLICABLE FEE LETTER, WHICH
FEES WILL BE DUE AND PAYABLE AT THE TIMES AND IN THE MANNER SET FORTH IN SUCH
FEE LETTERS.
SECTION 2.11.
GRANT OF SECURITY INTEREST IN EQUIPMENT COLLATERAL.
(A)
AS
SECURITY FOR THE PAYMENT AND PERFORMANCE OF ALL THE OBLIGATIONS AND THE ING
OBLIGATIONS AND AS ADDITIONAL ENHANCEMENT TO ENABLE THE PURCHASERS, ING, THE
LIQUIDITY BANKS AND THE INSURER TO FULLY RECOVER CAPITAL AND ACCRUED AND UNPAID
YIELD AND FEES AND THE ING OBLIGATIONS, THE SELLER HEREBY GRANTS TO THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE PURCHASERS, ING, THE LIQUIDITY BANKS
AND THE INSURER, A SECURITY INTEREST IN ALL OF THE SELLER'S RIGHT, TITLE AND
INTEREST IN AND TO THE FOLLOWING, WHETHER NOW OWNED OR HEREAFTER ACQUIRED AND
WHETHER NOW EXISTING OR HEREAFTER ARISING (THE "EQUIPMENT COLLATERAL"):
ALL
EQUIPMENT WHICH IS THE SUBJECT OF A CONTRACT FOR ANY PURCHASED RECEIVABLE AND
SUBSTITUTIONS THEREFOR AND PRODUCTS AND PROCEEDS THEREOF, INCLUDING, WITHOUT
LIMITATION, ALL PAYMENTS UNDER INSURANCE (WHETHER OR NOT THE COLLATERAL AGENT IS
THE LOSS PAYEE THEREOF) OR ANY INDEMNITY, WARRANTY OR GUARANTY, PAYABLE BY
REASON OF LOSS OR DAMAGE TO OR OTHERWISE WITH RESPECT TO ANY OF THE FOREGOING.
THIS SECTION 2.11 SHALL NOT BE CONSTRUED TO LIMIT THE SCOPE OR APPLICABILITY OF
THE SECURITY INTERESTED GRANTED IN SECTION 2.01.
11
(B)
THE SELLER SHALL, AT ITS EXPENSE, PROMPTLY
EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER
ACTION (INCLUDING, WITHOUT LIMITATION, THE EXECUTION AND FILING OF SUCH
FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO AND ASSIGNMENTS
THEREOF), THAT MAY REASONABLY BE NECESSARY OR DESIRABLE, OR THAT THE COLLATERAL
AGENT MAY REQUEST, IN ORDER TO PERFECT AND PROTECT ANY SECURITY INTEREST GRANTED
OR PURPORTED TO BE GRANTED TO THE COLLATERAL AGENT HEREUNDER OR TO ENABLE THE
COLLATERAL AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH
RESPECT TO ANY EQUIPMENT COLLATERAL.
THE SELLER HEREBY AUTHORIZES THE
COLLATERAL AGENT TO FILE ONE OR MORE FINANCING OR CONTINUATION STATEMENTS, AND
AMENDMENTS THERETO AND ASSIGNMENTS THEREOF, RELATIVE TO ALL OR ANY PART OF THE
EQUIPMENT COLLATERAL NOW EXISTING OR HEREAFTER ARISING WITHOUT THE SIGNATURE OF
THE SELLER WHERE PERMITTED BY LAW.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION
OF THIS RECEIVABLES PURCHASE AGREEMENT OR ANY FINANCING STATEMENT COVERING THE
EQUIPMENT COLLATERAL OR ANY PART THEREOF SHALL BE SUFFICIENT AS A FINANCING
STATEMENT.
ARTICLE III
CONDITIONS OF PURCHASES
SECTION 3.01.
CONDITIONS PRECEDENT TO INITIAL RECEIVABLES PURCHASE.
THE
AGREEMENT OF THE PURCHASERS TO MAKE A