ORIGINATOR IN ITS CAPACITY AS SERVICER (OR ITS
SUCCESSOR IN INTEREST, INCLUDING A TRUSTEE APPOINTED UNDER THE BANKRUPTCY CODE)
TERMINATES, REJECTS OR DOES NOT ASSUME A CONTRACT, IN WHOLE OR IN PART, PRIOR TO
THE EXPIRATION OF THE ORIGINAL TERM OF SUCH CONTRACT, WHETHER SUCH REJECTION,
TERMINATION OR NON-ASSUMPTION IS MADE PURSUANT TO AN EQUITABLE CAUSE, STATUTE,
REGULATION, JUDICIAL PROCEEDING OR OTHER APPLICABLE LAW (INCLUDING, WITHOUT
LIMITATION, SECTION 365 OF THE BANKRUPTCY CODE), THEN (I) THE SELLER SHALL BE
DEEMED TO HAVE RECEIVED COLLECTIONS WITH RESPECT TO PURCHASED RECEIVABLES
ARISING UNDER SUCH CONTRACT IN AN AMOUNT EQUAL TO (A) IN THE EVENT OF A
PREPAYMENT OR TERMINATION CONSENTED TO BY THE ORIGINATOR AT THE OBLIGOR'S
REQUEST, THE EXCESS, IF ANY, OF THE TERMINATION AMOUNT OVER ALL AMOUNTS PAID BY
THE OBLIGOR ON ACCOUNT OF SUCH TERMINATION OR (B) IN THE EVENT OF ANY OTHER
REJECTION OR NON-ASSUMPTION THE AMOUNT OF THE OUTSTANDING BALANCE THEREOF THAT
HAS NOT BEEN, OR MAY NOT BE PAID AS A RESULT OF SUCH REJECTION, TERMINATION OR
NON-ASSUMPTION.
UPON THE SELLER'S PAYMENT OF ANY SUCH DEEMED COLLECTIONS
DESCRIBED IN THIS SECTION 2.05(E), THE COLLATERAL AGENT SHALL RE-ASSIGN TO THE
SELLER ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE RELEVANT PURCHASED
RECEIVABLE OR PURCHASED RECEIVABLES, THE CONTRACTS UNDER WHICH SUCH PURCHASED
RECEIVABLE(S) AROSE AND THE RELATED SECURITY RELATING THERETO.
SECTION 2.05.
PAYMENTS AND COMPUTATIONS, ETC.
ALL AMOUNTS TO BE PAID OR
DEPOSITED BY THE SELLER HEREUNDER SHALL BE PAID OR DEPOSITED BY THE SELLER IN
IMMEDIATELY AVAILABLE FUNDS TO THE APPLICABLE PURCHASER NOT LATER THAN 1:00 P.M.
(NEW YORK CITY TIME) ON THE DATE ON WHICH PAYABLE.
PAYMENTS RECEIVED AFTER SUCH
TIME SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE NEXT BUSINESS DAY.
ALL
PAYMENTS BY THE SELLER UNDER THIS RECEIVABLES PURCHASE AGREEMENT SHALL BE MADE
WITHOUT SETOFF, DEDUCTION OR COUNTERCLAIM AND THE SELLER AGREES TO PAY ON DEMAND
ANY PRESENT OR FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY
TAXES, CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER OR
FROM THE EXECUTION, DELIVERY OR REGISTRATION OF, OR OTHERWISE WITH RESPECT TO,
THIS RECEIVABLES PURCHASE AGREEMENT.
WHENEVER ANY PAYMENT TO BE MADE HEREUNDER
SHALL BE STATED TO BE DUE ON A DAY WHICH IS NOT A BUSINESS DAY, THE DUE DATE
THEREOF SHALL BE EXTENDED TO THE NEXT APPLICABLE BUSINESS DAY AND INTEREST SHALL
BE PAYABLE AT THE APPLICABLE RATE DURING SUCH EXTENSION; PROVIDED, THAT IF SUCH
EXTENSION WOULD BE INCONSISTENT WITH ONE OF THE PROVISIONS SET FORTH IN THE
DEFINITION OF "FIXED PERIOD", THEN SUCH PROVISION SHALL CONTROL.
8
SECTION 2.06.
COMPENSATION.
THE SELLER SHALL COMPENSATE EACH PURCHASER AND
ING, UPON WRITTEN REQUEST, FOR ALL LOSSES, EXPENSES AND LIABILITIES, INCLUDING,
WITHOUT LIMITATION, ANY INDEMNIFICATION PAYMENTS OWED BY ANY PURCHASER PURSUANT
TO ANY LIQUIDITY AGREEMENT, ON ACCOUNT OF ANY LIQUIDATION OR REEMPLOYMENT OF
DEPOSITS OR OTHER FUNDS ACQUIRED BY SUCH PARTY TO MAKE, FUND OR MAINTAIN CAPITAL
HEREUNDER, (I) IF FOR ANY REASON A RECEIVABLES PURCHASE