OR MODIFICATIONS SET FORTH HEREIN); (II) ANY REFERENCE HEREIN TO ANY PERSON
SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS; (III) THE
WORDS "HEREIN", "HEREOF" AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE
CONSTRUED TO REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR
PROVISION HEREOF; (IV) ALL REFERENCES HEREIN TO SECTIONS, ANNEXES AND SCHEDULES
SHALL BE CONSTRUED TO REFER TO SECTIONS OF, AND ANNEXES AND SCHEDULES TO, THIS
AGREEMENT (UNLESS EXPRESSLY REFERRING TO ANOTHER AGREEMENT); (V) ALL ACCOUNTING
TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN
CONFORMITY WITH GAAP; AND (VI) ALL CALCULATIONS AND OTHER INFORMATION REQUIRED
TO BE MADE OR DELIVERED PURSUANT TO THIS AGREEMENT SHALL BE PREPARED IN
ACCORDANCE WITH GAAP AS IN EFFECT AT THE TIME OF SUCH PREPARATION.
10
2.
SALE.
(A)
PURCHASE.
UPON THE TERMS AND SUBJECT TO
THE CONDITIONS SET FORTH HEREIN, EACH OF THE SELLERS HEREBY AGREES TO SELL,
CONVEY, TRANSFER AND ASSIGN TO PURCHASER, AND PURCHASER HEREBY AGREES TO
PURCHASE AND ACCEPT SUCH CONVEYANCE, TRANSFER AND ASSIGNMENT FROM EACH OF THE
SELLERS, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN, OF ALL OF
THE APPLICABLE SELLER'S RIGHT, TITLE AND INTEREST, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, IN, TO AND UNDER CERTAIN PURCHASED ACCOUNTS IDENTIFIED IN A
DULY AUTHENTICATED PURCHASE SUPPLEMENT, THE RELATED SECURITY AND THE
COLLECTIONS; PROVIDED THAT THE TERMINATION DATE HAS NOT OCCURRED.
(B)
PURCHASE PRICE.
THE PRICE FOR EACH
PURCHASED ACCOUNT AND ALL OTHER RELATED PURCHASED ASSETS SHALL EQUAL THE
PURCHASE PRICE, WHICH SHALL BE PAYABLE AS SET FORTH IN SECTIONS 3(B) AND (H)
BELOW.
3.
PRODUCT FINANCING AND ASSUMPTION OF
LIABILITY.
(A)
PRODUCT FINANCING.
PURCHASER HEREBY AGREES
TO FINANCE THE PURCHASE PRICE OF ANY EQUIPMENT PURCHASED BY A SELLER PURSUANT TO
AN ELIGIBLE PURCHASE ORDER, WHICH MAY BE FINANCED BY PURCHASER UNDER THE
PURCHASER SENIOR CREDIT AGREEMENT, ANY OTHER FLOOR PLAN FINANCING AGREEMENTS OR
UNDER SEPARATE TERMS.
ALL ELIGIBLE PURCHASE ORDERS SHALL HAVE A UNIQUE SEQUENCE
NUMBER MUTUALLY AGREED TO AMONG THE SELLERS AND PURCHASER.
SUBJECT TO CLAUSE
(B) BELOW, THE SELLERS SHALL REPAY THE PURCHASE PRICE OF ANY EQUIPMENT FINANCED
BY PURCHASER UPON DEMAND TOGETHER WITH THE FINANCE AND SERVICING FEE
ATTRIBUTABLE TO SUCH EQUIPMENT AS IF IT RELATED TO A PURCHASED ACCOUNT, AS
DETERMINED BY PURCHASER IN GOOD FAITH; PROVIDED, THAT SUCH AMOUNT SHALL BE
IMMEDIATELY DUE AND PAYABLE IN U.S. DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS,
WITHOUT ANY DEMAND OR OTHER NOTICE BY PURCHASER, ON THE FIRST DATE ON WHICH ANY
OF THE FOLLOWING OCCURS:
(I) THE UNDERLYING PURCHASE ORDER IS NO LONGER AN
ELIGIBLE PURCHASE ORDER; (II) THE RESULTING ACCOUNT IS NOT AN ELIGIBLE ACCOUNT
OR IS NOT PURCHASED UNDER THIS AGREEMENT BY PURCHASER; AND (III) UNLESS
OTHERWISE PRE-APPROVED BY PURCHASER IN WRITING, THE RELATED EQUIPMENT HAS NOT
BEEN SHIPPED WITHIN THIRTY (30) DAYS OF THE DATE OF THE RELATED BONA FIDE
CUSTOMER ORDER.
IN ADDITION, EACH OF THE SELLERS HEREBY AGREE AS FOLLOWS:
(1)
TO SECURE THE PROMPT