Periods.
Unless otherwise stated in this 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 mean "to but
excluding."
Section 1.4.
Interpretation.
In this Agreement, unless a contrary intention appears:
(I)
THE SINGULAR NUMBER INCLUDES THE PLURAL
NUMBER AND VICE VERSA;
(II)
REFERENCE TO ANY PERSON INCLUDES SUCH
PERSON'S SUCCESSORS AND ASSIGNS BUT, IF APPLICABLE, ONLY IF SUCH SUCCESSORS AND
ASSIGNS ARE PERMITTED BY THE TRANSACTION DOCUMENTS;
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(III)
REFERENCE TO ANY GENDER INCLUDES EACH OTHER
GENDER;
(IV)
REFERENCE TO DAY OR DAYS WITHOUT FURTHER
QUALIFICATION MEANS CALENDAR DAYS;
(V)
REFERENCE TO ANY TIME MEANS EASTERN STANDARD
TIME;
(VI)
REFERENCE TO ANY AGREEMENT (INCLUDING ANY
TRANSACTION DOCUMENT), DOCUMENT OR INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT OR
INSTRUMENT AS AMENDED, MODIFIED, SUPPLEMENTED, RESTATED OR REPLACED AND IN
EFFECT FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF AND, IF
APPLICABLE, THE TERMS OF THE OTHER TRANSACTION DOCUMENTS, AND REFERENCE TO ANY
PROMISSORY NOTE INCLUDES ANY PROMISSORY NOTE THAT IS AN EXTENSION OR RENEWAL
THEREOF OR A SUBSTITUTE OR REPLACEMENT THEREFOR; AND
(VII)
REFERENCE TO ANY APPLICABLE LAW MEANS SUCH
APPLICABLE LAW AS AMENDED, MODIFIED, CODIFIED, REPLACED OR REENACTED, IN WHOLE
OR IN PART, AND IN EFFECT FROM TIME TO TIME, INCLUDING RULES AND REGULATIONS
PROMULGATED THEREUNDER, AND REFERENCE TO ANY SECTION OR OTHER PROVISION OF ANY
APPLICABLE LAW MEANS THAT PROVISION OF SUCH APPLICABLE LAW FROM TIME TO TIME IN
EFFECT AND CONSTITUTING THE SUBSTANTIVE AMENDMENT, MODIFICATION, CODIFICATION,
REPLACEMENT OR REENACTMENT OF SUCH SECTION OR OTHER PROVISION.
ARTICLE II.
SALE, TRANSFER AND ASSIGNMENT
Section 2.1.
Sale, Transfer and Assignment.
(A)
ON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THIS AGREEMENT (INCLUDING THE CONDITIONS TO PURCHASE SET FORTH IN
ARTICLE III), ON EACH PURCHASE DATE, THE APPLICABLE SELLER HEREBY SELLS,
TRANSFERS, ASSIGNS, SETS OVER AND OTHERWISE CONVEYS TO THE BUYER, AND THE BUYER
HEREBY PURCHASES AND TAKES FROM SUCH SELLER, ALL RIGHT, TITLE AND INTEREST OF
SUCH SELLER IN THE PROPERTY IDENTIFIED IN CLAUSES (I) THROUGH (III) BELOW,
WHETHER CONSTITUTING ACCOUNTS, CASH AND CURRENCY, CHATTEL PAPER, TANGIBLE
CHATTEL PAPER, ELECTRONIC CHATTEL PAPER, COPYRIGHTS, COPYRIGHT LICENSES,
EQUIPMENT, FIXTURES, CONTRACT RIGHTS, GENERAL INTANGIBLES, INSTRUMENTS,
CERTIFICATES OF DEPOSIT, CERTIFICATED SECURITIES, UNCERTIFICATED SECURITIES,
FINANCIAL ASSETS, SECURITIES ENTITLEMENTS, COMMERCIAL TORT CLAIMS, DEPOSIT
ACCOUNTS, INVENTORY, INVESTMENT PROPERTY, LETTER-OF-CREDIT RIGHTS, SOFTWARE,
SUPPORTING OBLIGATIONS, ACCESSIONS OR OTHER PROPERTY OF SUCH SELLER, INCLUDING
THE FOLLOWING (IN EACH CASE EXCLUDING ANY EXCLUDED AMOUNTS AND RETAINED
INTEREST) (COLLECTIVELY, THE "SALE ASSETS"):
(I)
THE RECEIVABLES IDENTIFIED BY SUCH
SELLER AS OF ANY PURCHASE DATE WHICH ARE LISTED ON SCHEDULE I TO THE APPLICABLE
SALE ASSIGNMENT, TOGETHER WITH ALL MONIES DUE OR TO BECOME DUE IN PAYMENT UNDER
SUCH RECEIVABLES ON AND AFTER THE APPLICABLE PURCHASE DATE, INCLUDING, BUT NOT
LIMITED TO, ALL COLLECTIONS;
(II)
ALL RELATED SECURITY WITH RESPECT TO THE
RECEIVABLES REFERRED TO IN CLAUSE (I) ABOVE; AND
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(III)
ALL INCOME AND PROCEEDS OF