PURCHASE SHALL ACCOMPANY A SETTLEMENT REPORT AND SHALL
SPECIFY THAT PORTION OF THE PURCHASE PRICE WHICH IS PAYABLE IN CASH FOR THE
TRANSFERRED ASSETS TO BE TRANSFERRED.
SUCH NOTICE SHALL BE ACCOMPANIED BY A
CERTIFICATION FROM THE SELLER THAT, AFTER GIVING EFFECT TO THE PURCHASE PROPOSED
IN SUCH NOTICE, THE CONDITIONS SET FORTH IN SECTION 3.02 HERETO SHALL HAVE BEEN
SATISFIED.
THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR THE NEW TRANSFERRED
ASSETS INCLUDED IN ANY PURCHASE SHALL BE AGREED TO IN WRITING BY THE BUYER AND
THE SELLER ON OR BEFORE THE APPLICABLE SETTLEMENT DATE AND SHALL BE AN AMOUNT
NOT LESS THAN 95% NOR MORE THAN 100% TIMES THE AGGREGATE DISCOUNTED RECEIVABLES
BALANCE OF THE RECEIVABLES INCLUDED IN SUCH PURCHASE.
(C)
EXCEPT AS OTHERWISE PROVIDED BELOW IN THIS SECTION 2.02, THE PURCHASE PRICE
FOR THE TRANSFERRED ASSETS SOLD BY THE SELLER UNDER THIS SALE AGREEMENT SHALL BE
PAYABLE IN FULL IN CASH BY THE BUYER, IN EACH CASE ON THE DATE OF EACH SUCH
PURCHASE, EXCEPT THAT THE BUYER MAY, WITH RESPECT TO ANY PURCHASE, OFFSET
AGAINST SUCH PURCHASE PRICE ANY AMOUNTS OWED BY THE SELLER TO THE BUYER
HEREUNDER AND WHICH REMAIN UNPAID.
ON THE DATE OF EACH PURCHASE, THE BUYER
SHALL, UPON SATISFACTION OF THE APPLICABLE CONDITIONS SET FORTH IN ARTICLE III,
MAKE AVAILABLE TO THE SELLER THE PORTION OF THE PURCHASE PRICE PAYABLE IN CASH
REFERRED TO ABOVE IN SAME DAY FUNDS.
(D)
IF, ON ANY SETTLEMENT DATE, THE BUYER HAS INSUFFICIENT FUNDS TO PAY IN FULL
THE PURCHASE PRICE OWED ON SUCH DAY, THEN THE BUYER SHALL SO NOTIFY THE SELLER
PRIOR TO CONSUMMATING SUCH PURCHASE AND THE SELLER SHALL, IF IT ACCEPTS THE CASH
PROCEEDS TENDERED BY THE BUYER, BE DEEMED TO HAVE CONTRIBUTED TO THE CAPITAL OF
THE BUYER TRANSFERRED ASSETS HAVING A PURCHASE PRICE EQUAL TO THE OTHERWISE
UNPAID PORTION OF THE TOTAL PURCHASE PRICE OTHERWISE OWED ON SUCH DAY.
(E)
PROMPTLY AFTER EACH PURCHASE HEREUNDER (INCLUDING THE INITIAL PURCHASE),
THE SELLER WILL SEND TO EACH OBLIGOR UNDER THE CONTRACTS INCLUDED IN SUCH
PURCHASE, WITH THE NEXT INVOICE SENT TO SUCH OBLIGOR, A NOTICE OF ASSIGNMENT,
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B, WHICH SHALL, INTER ALIA,
ADVISE SUCH OBLIGOR OF THE ABSOLUTE TRANSFER BY THE SELLER TO THE BUYER OF THAT
OBLIGOR'S CONTRACT, INCLUDING THE RECEIVABLES DUE THEREUNDER, AND ANY RELATED
EQUIPMENT.
SECTION 2.03.
SERVICING OF CONTRACTS AND EQUIPMENT.
IN CONNECTION WITH THE
CONTRIBUTION, ASSIGNMENT, TRANSFER, SALE AND CONVEYANCE OF THE TRANSFERRED
ASSETS TO THE BUYER, THE SELLER HEREBY AGREES TO SERVICE THE CONTRACTS AND
EQUIPMENT FOR THE BENEFIT OF THE BUYER AND ITS SUCCESSORS AND ASSIGNS IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF ARTICLE VI HEREOF.
3
SECTION 2.04.
TRANSFER OF RECORDS.
(A)
THE TRANSFER OF TRANSFERRED ASSETS
HEREUNDER SHALL INCLUDE THE TRANSFER TO THE BUYER OF ALL OF THE SELLER'S RIGHT
AND TITLE TO AND INTEREST IN THE RECORDS RELATING TO SUCH TRANSFERRED ASSETS,
WHICH TRANSFER SHALL BE EFFECTED AUTOMATICALLY ON THE PURCHASE DATE FOR