Dividend Direction Letter Clause Samples

Dividend Direction Letter. Borrower, as sole shareholder of First Merchants Auto Receivables Corp. ("FMARC") and First Merchants Auto Receivables Corp. II ("FMARC II"), shall direct the directors of FMARC and FMARC II to adopt the resolutions set forth in an Action by Unanimous Consent in the form attached hereto as Exhibit "1." Borrower shall also deliver to Lender executed Dividend Direction Letters, addressed to ▇▇▇▇▇▇ Trust & Savings Bank and Chase Manhattan Bank Delaware ("Distributors") and directing Distributors to deliver to Lender any and all dividends and/or other distributions to which Borrower would otherwise be entitled as a shareholder of FMARC and FMARC II. A form of such Dividend Direction Letter is attached hereto as Exhibit "2." On the date such dividends and/or other distributions are made by Distributors to Lender, Lender shall apply any such monies to permanently reduce the Commitment Amount and to pay any other amounts due and owing by Borrower to Lender pursuant to the Agreement, the Contribution Agreement, the Credit and Security Agreement II dated August 2, 1999, the Modified UDC Fee, any advance under the UDC Stock Option and any other obligation secured by the B Pieces arising under the Plan; provided, however, that nothing herein shall be deemed to grant a security interest in the B Pieces to secure obligations such as servicing fees which may be owed from time to time to UDC, Cygnet Financial or their affiliates which are not currently directly secured by the B Pieces and the UDC. Once Borrower's Obligations to Lender, pursuant to the Agreement, the Contribution Agreement, the Credit and Security Agreement II dated August 2, 1999, the Modified UDC Fee, any advance under the UDC Stock Option and any other obligation secured by the B Pieces arising under the Plan; provided, however, that nothing herein shall be deemed to grant a security interest in the B Pieces to secure obligations such as servicing fees which may be owed from time to time to UDC, Cygnet Financial or their affiliates which are not currently directly secured by the B Pieces are paid in full, Borrower shall be entitled to revoke the Dividend Direction Letter using the form of revocation letter attached hereto as Exhibit "3" (the "Revocation Letter"). Lender shall provide Borrower and Distributors with monthly reports, on or before the 15th day of each month, reflecting the outstanding amount due and owing by Borrower to Lender under the Agreement, the Contribution Agreement, the Credit and...