Agreement, dated as of January 31, 1995 (the "Original PCA").
(3)
The parties amended and restated the Original PCA by entering into that
certain Amended and Restated Purchase and Contribution Agreement dated as of
March 31, 2000 (as amended, supplemented and otherwise modified to the date
hereof, the "Prior PCA").
(4)
The Seller and the Buyer have agreed to amend and restate the Prior PCA in
its entirety as follows:
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.
CERTAIN DEFINED TERMS.
(A)
AS USED IN THIS SALE AGREEMENT,
CAPITALIZED TERMS USED HEREIN SHALL, UNLESS OTHERWISE DEFINED HEREIN, HAVE THE
MEANINGS ASSIGNED TO THEM IN THE DEFINITIONS LIST (THE "DEFINITIONS LIST")
ATTACHED TO THAT CERTAIN THIRD AMENDED AND RESTATED LEASE RECEIVABLES PURCHASE
AGREEMENT OF EVEN DATE HEREWITH AMONG THE BUYER, THE SELLER AS SERVICER, THE
"PURCHASERS" AND "MANAGING AGENTS" PARTY THERETO, CAPITAL MARKETS ASSURANCE
CORPORATION AND MBIA INSURANCE CORPORATION, THE TERMS OF WHICH ARE INCORPORATED
HEREIN BY REFERENCE (SUCH MEANINGS TO BE EQUALLY APPLICABLE TO BOTH THE SINGULAR
AND PLURAL FORMS OF THE TERMS DEFINED).
ANY REFERENCE IN THE FACILITY DOCUMENTS
TO A NOTE, INSTRUMENT, OR OTHER AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT
K-1, K-2, K-3, OR K-4 TO THIS SALE AGREEMENT, AS APPLICABLE, SHALL MEAN AND BE A
REFERENCE TO A NOTE, INSTRUMENT OR OTHER AGREEMENT IN SUBSTANTIALLY ONE OF THE
FORMS INCLUDED IN SUCH EXHIBIT.
(B)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT
WHEN USED IN THIS SALE AGREEMENT SHALL REFER TO THIS SALE AGREEMENT AS A WHOLE
AND NOT TO ANY PARTICULAR PROVISION OF THIS SALE AGREEMENT, AND SECTION,
SUBSECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO SECTIONS, SUBSECTIONS,
SCHEDULES AND EXHIBITS OF THIS SALE AGREEMENT UNLESS OTHERWISE SPECIFIED.
SECTION 1.02.
OTHER TERMS.
ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED
HEREIN SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP.
ALL TERMS USED IN ARTICLE 9
OF THE UCC IN THE STATE OF NEW YORK, AND NOT SPECIFICALLY DEFINED HEREIN, ARE
USED HEREIN AS DEFINED IN SUCH ARTICLE 9.
SECTION 1.03.
COMPUTATION OF TIME PERIODS.
UNLESS OTHERWISE STATED IN THIS
SALE AGREEMENT, IN THE COMPUTATION OF A PERIOD OF TIME FROM A SPECIFIED DATE TO
A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND INCLUDING" AND THE WORDS
"TO" AND "UNTIL" EACH MEANS "TO BUT EXCLUDING."
ARTICLE II
AMOUNTS AND TERMS OF THE PURCHASES
SECTION 2.01.
AGREEMENT TO SELL AND CONTRIBUTE.
(A)
ON THE TERMS AND
CONDITIONS HEREINAFTER SET FORTH, THE SELLER HEREBY AGREES, FROM TIME TO TIME
UNTIL THE TERMINATION DATE, TO SELL IN PART AND TO CONTRIBUTE IN PART TO THE
BUYER, AND THE BUYER HEREBY AGREES, FROM TIME TO TIME UNTIL THE TERMINATION
DATE, TO PURCHASE AND ACQUIRE FROM THE SELLER, ALL OF THE SELLER'S RIGHT, TITLE
AND INTEREST IN, TO AND UNDER THE RECEIVABLES, THE CONTRACTS, ALL EQUIPMENT, ALL
RELATED SECURITY WITH RESPECT TO THE FOREGOING, AND ALL COLLECTIONS AND OTHER
PROCEEDS OF THE FOREGOING.
EXCEPT AS PROVIDED IN THE IMMEDIATELY SUCCEEDING
SENTENCE, NOTHING CONTAINED IN THIS