IN THIS RECEIVABLES PURCHASE
AGREEMENT OR ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO
OR THERETO, THE CAPITALIZED TERMS USED HEREIN AND THEREIN SHALL, UNLESS
OTHERWISE DEFINED HEREIN OR THEREIN, HAVE THE MEANINGS ASSIGNED TO THEM IN THE
DEFINITIONS LIST ATTACHED HERETO AS APPENDIX A, THE TERMS OF WHICH ARE
INCORPORATED HEREIN BY REFERENCE (THE "DEFINITIONS LIST").
ANY REFERENCE IN THE
FACILITY DOCUMENTS TO A NOTE, INSTRUMENT, OR OTHER AGREEMENT SUBSTANTIALLY IN
THE FORM OF EXHIBIT K-1, K-2, K-3, OR K-4 TO THE SALE AGREEMENT, AS APPLICABLE,
SHALL MEAN AND BE A REFERENCE TO A NOTE, INSTRUMENT OR OTHER AGREEMENT IN
SUBSTANTIALLY ONE OF THE FORMS INCLUDED IN SUCH EXHIBIT.
SECTION 1.02.
ACCOUNTING TERMS.
AS USED HEREIN AND IN ANY CERTIFICATE OR OTHER
DOCUMENT MADE OR DELIVERED PURSUANT HERETO AND THERETO, ACCOUNTING TERMS NOT
DEFINED IN THE DEFINITIONS LIST AND ACCOUNTING TERMS PARTLY DEFINED IN THE
DEFINITIONS LIST TO THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS
GIVEN TO THEM UNDER GAAP.
SECTION 1.03.
OTHER TERMS.
(A)
ALL OTHER UNDEFINED TERMS CONTAINED IN THIS
RECEIVABLES PURCHASE AGREEMENT SHALL, UNLESS THE CONTEXT INDICATES OTHERWISE,
HAVE THE MEANINGS PROVIDED FOR BY THE UCC TO THE EXTENT THE SAME ARE USED OR
DEFINED THEREIN.
(B)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER"
AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS RECEIVABLES PURCHASE AGREEMENT
SHALL REFER TO THIS RECEIVABLES PURCHASE AGREEMENT AS A WHOLE AND NOT TO ANY
PARTICULAR PROVISION OF THIS RECEIVABLES PURCHASE AGREEMENT, AND SECTION,
SUBSECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS RECEIVABLES PURCHASE
AGREEMENT UNLESS OTHERWISE SPECIFIED.
(C)
CAPITALIZED TERMS USED HEREIN SHALL BE
EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
SECTION 1.04.
COMPUTATION OF TIME PERIODS.
IN THIS RECEIVABLES PURCHASE
AGREEMENT, IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A
LATER SPECIFIED DATE, EXCEPT AS THE CONTEXT MAY OTHERWISE REQUIRE, THE WORD
"FROM" SHALL MEAN "FROM AND INCLUDING" AND THE WORDS "TO" AND "UNTIL" SHALL EACH
MEAN "TO BUT EXCLUDING."
2
ARTICLE II
AMOUNT AND TERMS OF THE PURCHASES
SECTION 2.01.
RECEIVABLES PURCHASE FACILITY.
THE PURCHASERS SHALL, SUBJECT TO
THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, MAKE PURCHASES OF RECEIVABLES
("RECEIVABLES PURCHASES") FROM TIME TO TIME ON ANY SETTLEMENT DATE (EXCEPT THAT
THE INITIAL RECEIVABLES PURCHASE MAY BE ON A DATE OTHER THAN A SETTLEMENT DATE)
DURING THE PERIOD FROM THE DATE THE CONDITIONS PRECEDENT IN SECTION 3.01 ARE
SATISFIED TO THE TERMINATION DATE.
NOTWITHSTANDING THE FOREGOING, IF, AT ANY
TIME, TWO OR MORE OF THE INDIVIDUALS WHO HELD THE POSITIONS OF CHIEF EXECUTIVE
OFFICER, CHIEF FINANCIAL OFFICER AND PRESIDENT OF THE SERVICER AS OF APRIL 30,
1998 NO LONGER REMAIN ACTIVELY INVOLVED IN THE DAY-TO-DAY MANAGEMENT OF THE
SERVICER, THEN THE PURCHASERS ARE NO LONGER REQUIRED TO, BUT EACH PURCHASER MAY,
IN ITS SOLE DISCRETION, MAKE RECEIVABLES PURCHASES.
EACH RECEIVABLES PURCHASE
SHALL CONSTITUTE AN ASSIGNMENT AND SALE BY THE SELLER, AND A PURCHASE AND
ACQUISITION BY THE PURCHASERS OF PURCHASED ASSETS, INCLUDING, WITHOUT
LIMITATION, DESIGNATED