THE ORIGINATOR'S SIGNATURE.
A REPRODUCTION OF THIS AGREEMENT OR ANY FINANCING STATEMENT SHALL BE SUFFICIENT
AS A FINANCING STATEMENT.
(D)
IT IS THE EXPRESS INTENT OF THE ORIGINATOR
AND THE PURCHASER THAT ANY CONVEYANCE OF RECEIVABLES BY THE ORIGINATOR TO THE
PURCHASER PURSUANT TO THIS AGREEMENT BE CONSTRUED AS A SALE OF SUCH RECEIVABLES
BY THE ORIGINATOR TO THE PURCHASER.
FURTHER, IT IS NOT THE INTENTION OF THE
ORIGINATOR AND THE PURCHASER THAT SUCH CONVEYANCE BE DEEMED A GRANT OF A
SECURITY INTEREST IN ANY
3
RECEIVABLES BY THE ORIGINATOR TO THE PURCHASER TO SECURE A DEBT OR OTHER
OBLIGATION OF THE ORIGINATOR.
HOWEVER, IN CASE THAT, NOTWITHSTANDING THE INTENT
OF THE PARTIES, ANY RECEIVABLES CONVEYED HEREUNDER ARE CONSTRUED TO CONSTITUTE
PROPERTY OF THE ORIGINATOR, THEN (I) THIS AGREEMENT ALSO SHALL BE DEEMED TO BE,
AND HEREBY IS, A SECURITY AGREEMENT WITHIN THE MEANING OF THE RELEVANT UCC; AND
(II) THE CONVEYANCE BY THE ORIGINATOR PROVIDED FOR IN THIS AGREEMENT SHALL BE
DEEMED TO BE, AND THE ORIGINATOR HEREBY GRANTS TO THE PURCHASER, A SECURITY
INTEREST IN, TO AND UNDER ALL OF THE ORIGINATOR'S RIGHT, TITLE AND INTEREST IN,
TO AND UNDER ALL RECEIVABLES AND THE RELATED SECURITY, COLLECTIONS AND THE
PROCEEDS THEREOF CONVEYED BY THE ORIGINATOR TO THE PURCHASER, TO SECURE THE
RIGHTS OF THE PURCHASER SET FORTH IN THIS AGREEMENT OR AS MAY BE DETERMINED IN
CONNECTION THEREWITH BY APPLICABLE LAW (COLLECTIVELY, THE "SECURED
OBLIGATIONS").
THE ORIGINATOR AND THE PURCHASER SHALL, TO THE EXTENT CONSISTENT
WITH THIS AGREEMENT, TAKE SUCH ACTIONS AS MAY BE NECESSARY TO ENSURE THAT, IF
THIS AGREEMENT WERE DEEMED TO CREATE A SECURITY INTEREST IN, AND NOT A SALE OF,
RECEIVABLES, SUCH SECURITY INTEREST WOULD BE DEEMED TO BE A PERFECTED SECURITY
INTEREST IN FAVOR OF THE PURCHASER UNDER APPLICABLE LAW AND WILL BE MAINTAINED
AS SUCH THROUGHOUT THE TERM OF THIS AGREEMENT.
SECTION 2.2
SERVICING OF RECEIVABLES.
The servicing, administering and collection of the Receivables and Related
Security, Collections and proceeds thereof conveyed hereunder shall be conducted
by the Servicer as set forth and in accordance with the Transfer Agreement.
The
Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser's
rights and interests in, to and under the Receivables, the Related Security,
Collections and proceeds with respect thereto.
ARTICLE III
CONSIDERATION AND PAYMENT; RECEIVABLES
SECTION 3.1
CONVEYANCE AMOUNT.
(A)
THE CONSIDERATION FOR ANY RECEIVABLE AND
THE RELATED SECURITY, COLLECTIONS AND PROCEEDS THEREOF CONVEYED, TRANSFERRED AND
ASSIGNED TO THE PURCHASER BY THE ORIGINATOR UNDER THIS AGREEMENT SHALL BE A
DOLLAR AMOUNT EQUAL TO THE PRODUCT OF (I) THE AGGREGATE UNPAID BALANCE OF THE
RECEIVABLES SOLD PURSUANT TO SUCH CONVEYANCE, AND (II) THE DISCOUNT PURCHASE
PERCENTAGE AT SUCH TIME (THE "CONVEYANCE AMOUNT").
SECTION 3.2
PAYMENT OF CONVEYANCE AMOUNT.
THE CONVEYANCE AMOUNT FOR ANY
RECEIVABLES AND RELATED PROPERTY CONVEYED HEREUNDER SHALL BE PAID IN THE
FOLLOWING MANNER:
(I) BY PAYMENT OF CASH IN IMMEDIATELY AVAILABLE FUNDS, OR
(II) IF PURCHASER DOES NOT HAVE SUFFICIENT CASH TO PAY THE CONVEYANCE AMOUNT
OWED TO