WITH RESPECT THERETO AND
INSURANCE PROCEEDS RELATING THERETO;
(III)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR THE
FOLLOWING, ALL OF SELLER'S RIGHTS TO RECEIVE PAYMENTS FROM ANY ACCOUNT DEBTOR IN
RESPECT OF SUCH TRANSFERRED RECEIVABLES;
(IV)
ALL PROCEEDS OF ALL OF THE FOREGOING; AND
(V)
ALL REPORTS, DATA, NOTES, ACCOUNT DEBTOR LISTS AND FILES AND OTHER
BOOKS AND RECORDS OF SELLER THAT RELATE EXCLUSIVELY TO, OR ARE USED EXCLUSIVELY
IN CONNECTION WITH, ANY OF THE FOREGOING.
The foregoing does not constitute and is not intended to result in the creation
or assumption by Buyer of any obligation of Seller or any other Person in
connection with the Transferred Receivables or under any agreement or instrument
relating thereto, including any obligation under the Financing Agreements or any
other obligation to any Account Debtor. The foregoing conveyance shall be
effective on the Closing Date, as to all Transferred Assets then existing (it
being understood and agreed that, in the case of clause (iv), the Collections
transferred to Buyer shall include all Collections since
[
, 2009]).
(B)
EACH SELLER SHALL IRREVOCABLY INSTRUCT ALL ACCOUNT DEBTORS UNDER
THE TRANSFERRED RECEIVABLES TO MAKE ALL PAYMENTS ON ACCOUNT THEREOF ON AND AFTER
THE CLOSING DATE TO BUYER.
(C)
ANY COLLECTIONS RECEIVED BY A SELLER AFTER THE CLOSING DATE WITH
RESPECT TO THE TRANSFERRED RECEIVABLES SHALL BE DEEMED HELD BY SUCH SELLER IN
TRUST AND AS FIDUCIARY FOR BUYER.
SUCH SELLER SHALL PAY THE SAME OVER TO BUYER
FORTHWITH UPON RECEIPT.
8
(D)
BUYER IS HEREBY AUTHORIZED AND EMPOWERED (WHICH AUTHORIZATION AND
POWER, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE UNLESS AND UNTIL A
TRANSFERRED RECEIVABLE IS REPURCHASED BY A SELLER PURSUANT TO THE TERMS OF THIS
AGREEMENT):
(I)
TO REQUEST CONFIRMATION FROM ANY ACCOUNT DEBTOR OR PARTY
OBLIGATED UNDER OR WITH RESPECT TO ANY TRANSFERRED RECEIVABLE OF THE AMOUNT
SHOWN BY THE TRANSFERRED RECEIVABLE TO BE PAYABLE, OR ANY OTHER MATTER STATED
THEREIN;
(II)
TO ENDORSE IN A SELLER'S NAME AND TO COLLECT, ANY CHATTEL PAPER,
CHECKS, NOTES, DRAFTS, INSTRUMENTS OR OTHER ITEMS OF PAYMENT TENDERED TO OR
RECEIVED BY BUYER IN PAYMENT OF ANY TRANSFERRED RECEIVABLE;
(III)
TO NOTIFY ANY ACCOUNT DEBTOR OR OTHER PERSON OBLIGATED UNDER OR
IN RESPECT OF ANY TRANSFERRED RECEIVABLE OF THE SALE THEREOF TO BUYER;
(IV)
TO DIRECT ANY ACCOUNT DEBTOR OR OTHER PERSON OBLIGATED UNDER OR IN
RESPECT OF ANY TRANSFERRED RECEIVABLE TO MAKE PAYMENT DIRECTLY TO BUYER OF ANY
AMOUNTS DUE OR TO BECOME DUE THEREUNDER OR WITH RESPECT THERETO.
2.2
ACCEPTANCE BY BUYER.
BUYER HEREBY ACKNOWLEDGES ITS ACCEPTANCE OF
ALL RIGHT, TITLE AND INTEREST TO THE PROPERTY, NOW EXISTING AND HEREAFTER
CREATED, CONVEYED TO BUYER PURSUANT TO SECTION 2.1.
2.3
PURCHASE PRICE.
BUYER SHALL PAY A PURCHASE PRICE TO EACH SELLER
EQUAL TO THE SUM OF (I) FOR THE TRANSFERRED RECEIVABLES FROM SUCH SELLER THAT
ARE ELIGIBLE RECEIVABLES AND THE OTHER TRANSFERRED ASSETS RELATED THERETO, EQUAL
TO THE OUTSTANDING BALANCE OF SUCH TRANSFERRED RECEIVABLES, AND (II) FOR THE
TRANSFERRED RECEIVABLES FROM SUCH SELLER THAT