time to time, be enacted and in effect in such jurisdiction.
"United States" means the United States of America, together with its
territories and possessions.
1.2
OTHER INTERPRETIVE MATTERS.
ALL TERMS DEFINED DIRECTLY OR BY
INCORPORATION IN THIS AGREEMENT SHALL HAVE THE DEFINED MEANINGS WHEN USED IN ANY
CERTIFICATE OR OTHER DOCUMENT DELIVERED PURSUANT THERETO UNLESS OTHERWISE
DEFINED THEREIN. FOR PURPOSES OF THIS AGREEMENT AND ALL RELATED CERTIFICATES AND
OTHER DOCUMENTS, UNLESS THE CONTEXT OTHERWISE REQUIRES: (A) ACCOUNTING TERMS NOT
OTHERWISE DEFINED IN THIS AGREEMENT, AND ACCOUNTING TERMS PARTLY DEFINED IN THIS
AGREEMENT TO THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO
THEM UNDER GAAP; (B) UNLESS OTHERWISE PROVIDED, REFERENCES TO ANY MONTH, QUARTER
OR YEAR REFER TO A CALENDAR MONTH, QUARTER OR YEAR; (C) TERMS DEFINED IN
ARTICLE 9 OF THE UCC AS IN EFFECT IN THE APPLICABLE JURISDICTION AND NOT
OTHERWISE DEFINED IN THIS AGREEMENT ARE USED AS DEFINED IN THAT ARTICLE;
(D) REFERENCES TO ANY AMOUNT AS ON DEPOSIT OR OUTSTANDING ON ANY PARTICULAR DATE
MEANS SUCH AMOUNT AT THE CLOSE OF BUSINESS ON SUCH DAY; (E) THE WORDS "HEREOF,"
"HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT (OR
THE CERTIFICATE OR OTHER DOCUMENT IN WHICH THEY ARE USED) AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT (OR SUCH CERTIFICATE OR DOCUMENT);
(F) REFERENCES TO ANY SECTION, SCHEDULE OR EXHIBIT ARE REFERENCES TO SECTIONS,
SCHEDULES AND EXHIBITS IN OR TO THIS AGREEMENT (OR THE CERTIFICATE OR OTHER
DOCUMENT IN WHICH THE REFERENCE IS MADE), AND REFERENCES TO ANY PARAGRAPH,
SUBSECTION, CLAUSE OR OTHER SUBDIVISION WITHIN ANY SECTION OR DEFINITION REFER
TO SUCH PARAGRAPH, SUBSECTION, CLAUSE OR OTHER SUBDIVISION OF SUCH SECTION OR
DEFINITION; (G) THE WORDS "INCLUDE" OR "INCLUDING" SHALL NOT BE CONSTRUED TO BE
LIMITING OR EXCLUSIVE; (H) REFERENCES TO ANY LAW OR REGULATION REFER TO THAT LAW
OR REGULATION AS AMENDED FROM TIME TO TIME AND INCLUDE ANY SUCCESSOR LAW OR
REGULATION; (I) REFERENCES TO ANY AGREEMENT REFER TO THAT AGREEMENT AS FROM TIME
TO TIME AMENDED, RESTATED OR SUPPLEMENTED OR AS THE TERMS OF SUCH AGREEMENT ARE
WAIVED OR MODIFIED IN ACCORDANCE WITH ITS TERMS; (J) REFERENCES TO ANY PERSON
INCLUDE THAT PERSON'S SUCCESSORS AND PERMITTED ASSIGNS AND (K) THE TERM "OR" HAS
THE MEANING REPRESENTED BY THE PHRASE "AND/OR."
7
ARTICLE II
SALE
2.1
SALE.
(A)
EACH SELLER DOES HEREBY TRANSFER, ASSIGN, SET OVER AND OTHERWISE
CONVEY TO BUYER, WITHOUT RECOURSE EXCEPT AS PROVIDED HEREIN, ALL ITS RIGHT,
TITLE AND INTEREST (AND EACH SELLER HEREBY AGREES TO CAUSE EACH OF ITS
AFFILIATES, IF APPLICABLE, TO TRANSFER, ASSIGN, SET OVER AND OTHERWISE CONVEY TO
BUYER, WITHOUT RECOURSE EXCEPT AS PROVIDED HEREIN, ALL OF THEIR RESPECTIVE
RIGHT, TITLE AND INTEREST) IN, TO AND UNDER, THE FOLLOWING (THE "TRANSFERRED
ASSETS"):
(I)
THE TRANSFERRED RECEIVABLES;
(II)
THE COLLATERAL SECURITY WITH RESPECT TO ALL TRANSFERRED
RECEIVABLES TRANSFERRED PURSUANT TO CLAUSE (I), TOGETHER WITH ALL MONIES DUE OR
TO BECOME DUE AND ALL AMOUNTS RECEIVED OR RECEIVABLE