AND
(C)
THIRD, TO PAY THE FOLLOWING AMOUNTS:
(A) TO PAY AMOUNTS OWED BY
BUYER TO THE SELLERS UNDER THE BUYER NOTES ON A PRO RATA BASIS BASED ON THE THEN
UNPAID PRINCIPAL BALANCE OF THE BUYER NOTES, (B) TO PAY AMOUNTS TO THE SELLERS
OWED PURSUANT TO SECTION 3.1(F) ON A PRO RATA BASIS BASED ON THE THEN UNPAID
AMOUNTS OWING TO ALL SELLERS PURSUANT TO SECTION 3.1(F), OR (C) TO DECLARE AND
PAY DIVIDENDS TO THE PARENT TO THE EXTENT PERMITTED BY LAW.
SECTION 3.4
SERVICING OF RECEIVABLES AND RELATED ASSETS.
CONSISTENT WITH BUYER'S OWNERSHIP OF THE RECEIVABLES AND THE RELATED ASSETS, AS
BETWEEN THE PARTIES TO THIS AGREEMENT, BUYER SHALL HAVE THE SOLE RIGHT TO
SERVICE, ADMINISTER AND COLLECT THE RECEIVABLES AND TO ASSIGN AND/OR DELEGATE
THE RIGHT TO OTHERS. WITHOUT LIMITING THE GENERALITY OF SECTION 10.11, EACH
SELLER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER SHALL ASSIGN TO THE AGENT ON
BEHALF OF THE PURCHASERS THE RIGHTS AND INTERESTS OF BUYER HEREUNDER AND AGREES
TO COOPERATE FULLY WITH THE INITIAL COLLECTION AGENT (AND ANY SUCCESSOR THERETO
APPOINTED IN ACCORDANCE WITH THE RECEIVABLES SALE AGREEMENT), THE AGENT, THE
PURCHASER AGENTS AND THE PURCHASERS IN THE EXERCISE OF SUCH RIGHTS.
SECTION 3.5
ADJUSTMENTS FOR NONCOMPLYING RECEIVABLES.
IF AT ANY
TIME ANY OF THE BUYER, INITIAL COLLECTION AGENT, THE AGENT, ANY OF THE PURCHASER
AGENTS, ANY OF THE PURCHASERS, OR A SELLER SHALL DETERMINE THAT (I) ANY
RECEIVABLE HAS BEEN REDUCED AS THE RESULT OF ANY DISPUTE, CLAIM, OFFSET OR
DEFENSE (OTHER THAN DISCHARGE IN BANKRUPTCY OF THE OBLIGOR) OF THE OBLIGOR TO
THE PAYMENT OF ANY RECEIVABLE, OR ANY OTHER CLAIM RESULTING FROM THE SALE OR
LEASE OF GOODS OR THE RENDERING OF SERVICES RELATED TO SUCH RECEIVABLE OR THE
FURNISHING OR FAILURE TO FURNISH ANY GOODS OR SERVICES OR OTHER SIMILAR CLAIM OR
DEFENSE NOT ARISING FROM THE FINANCIAL INABILITY OF ANY OBLIGOR TO PAY
UNDISPUTED INDEBTEDNESS, (II) ANY OF THE REPRESENTATIONS AND WARRANTIES MADE BY
THE RELATED SELLER IN SECTION 5.1 WITH RESPECT TO ANY RECEIVABLE ORIGINATED BY
SUCH SELLER WAS NOT TRUE ON THE DATE OF THE PURCHASE THEREOF BY BUYER OR THE
DATE OF CONTRIBUTION THEREOF TO BUYER, OR (III) WITHOUT DUPLICATION OF THE
AMOUNTS SET FORTH IN CLAUSE (I) AND (II), ANY NOTICE OF DIFFERENCE HAS BEEN
DELIVERED WITH RESPECT TO ANY RECEIVABLE TRANSFERRED BY SUCH SELLER, THEN, IN
EACH SUCH CASE, ANY PURCHASE PRICE PAYABLE TO SUCH SELLER SHALL BE REDUCED BY AN
AMOUNT EQUAL TO (X) IN THE CASE OF CLAUSE (I) OR CLAUSE (III), THE AMOUNT OF
SUCH WHOLE OR PARTIAL REDUCTION AND (Y) IN THE CASE OF CLAUSE (II), THE UNPAID
BALANCE OF EACH SUCH AFFECTED RECEIVABLE (THE SUM OF THE AMOUNTS IN CLAUSES
(X) AND (Y) FOR SUCH SELLER ON ANY DAY BEING CALLED THE "SELLER NONCOMPLYING
RECEIVABLES ADJUSTMENT" FOR SUCH SELLER FOR SUCH DAY), AND SUCH SELLER
NONCOMPLYING RECEIVABLES ADJUSTMENT SHALL BE SETTLED IN THE MANNER PROVIDED FOR
IN SECTION 3.1.
SECTION 3.6
PAYMENTS AND COMPUTATIONS ETC.
(A)