OR THE PROCEEDS OF SUCH TRANSFERRED RECEIVABLES ARE IMPAIRED OR SUCH
PROCEEDS ARE NOT AVAILABLE FOR ANY REASON TO BUYER FREE AND CLEAR OF ANY LIEN
OTHER THAN PERMITTED ENCUMBRANCES, UNLESS CURED WITHIN THIRTY (30) DAYS AFTER
THE EARLIER TO OCCUR OF THE DISCOVERY THEREOF BY A SELLER OR RECEIPT BY SUCH
SELLER OF NOTICE THEREOF GIVEN BY BUYER (IN EITHER CASE, THE "CURE PERIOD") OR
(II) ANY TRANSFERRED RECEIVABLE OTHER THAN AN ADDITIONAL RECEIVABLE WAS NOT AN
ELIGIBLE RECEIVABLE ON THE CLOSING DATE OR ANY TRANSFERRED RECEIVABLE IDENTIFIED
AS AN ADDITIONAL RECEIVABLE DOES NOT MEET ANY REQUIREMENT FOR AN ELIGIBLE
RECEIVABLE OTHER THAN THOSE EXPRESSLY IDENTIFIED ON SCHEDULE 2 WITH RESPECT TO
SUCH ADDITIONAL RECEIVABLE, THEN SUCH TRANSFERRED RECEIVABLE SHALL BE DESIGNATED
AN "INELIGIBLE RECEIVABLE;" PROVIDED, THAT ANY SUCH TRANSFERRED RECEIVABLE THAT
BECOMES AN INELIGIBLE RECEIVABLE UNDER CLAUSE (I) WILL NOT BE DEEMED TO BE AN
INELIGIBLE RECEIVABLE BUT WILL BE DEEMED AN ELIGIBLE RECEIVABLE OR A QUALIFYING
ADDITIONAL RECEIVABLE IF ON ANY DAY PRIOR TO THE END OF THE CURE PERIOD, (I) THE
RELEVANT REPRESENTATION AND WARRANTY SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS IF MADE ON SUCH DAY AND (II) SUCH SELLER SHALL HAVE DELIVERED AN
OFFICER'S CERTIFICATE DESCRIBING THE NATURE OF SUCH BREACH AND THE MANNER IN
WHICH THE RELEVANT REPRESENTATION AND WARRANTY BECAME TRUE AND CORRECT.
(D)
SELLERS SHALL REPURCHASE SUCH INELIGIBLE RECEIVABLE (AS TO WHICH
THE CURE PERIOD HAS EXPIRED, AS APPLICABLE) FROM BUYER AS PROVIDED BELOW, WHICH
REPURCHASE, SUBJECT TO SELLERS' PERFORMANCE THEREOF, SHALL BE BUYER'S SOLE AND
EXCLUSIVE REMEDY FOR A BREACH OF SECTIONS 4.1(A), 4.2(A), 4.2(B), 4.3(A) OR
4.3(C) AS TO INDIVIDUAL TRANSFERRED RECEIVABLES. IN CONNECTION WITH SUCH
REPURCHASE, SELLERS SHALL PAY TO BUYER IN IMMEDIATELY AVAILABLE FUNDS NOT LATER
THAN FIVE (5) BUSINESS DAYS AFTER SELLERS' RECEIPT FROM BUYER OF NOTICE OF SUCH
INELIGIBLE RECEIVABLE'S INELIGIBILITY, IN PAYMENT FOR SUCH REPURCHASE, AN AMOUNT
EQUAL TO THE AGGREGATE REPURCHASE AMOUNT. THE PAYMENT OF SUCH DEPOSIT AMOUNT IN
IMMEDIATELY AVAILABLE FUNDS SHALL OTHERWISE BE CONSIDERED PAYMENT IN FULL OF ALL
OF SUCH TRANSFERRED RECEIVABLES.
EACH SELLER'S OBLIGATION TO REPURCHASE AN
INELIGIBLE RECEIVABLE HEREUNDER IS JOINT AND SEVERAL WITH EACH OTHER SELLER.
(E)
UPON THE PAYMENT, IF ANY, REQUIRED TO BE MADE TO BUYER AS PROVIDED
IN SECTION 4.1(D), BUYER SHALL AUTOMATICALLY AND WITHOUT FURTHER ACTION BE
DEEMED TO TRANSFER, ASSIGN, SET OVER AND OTHERWISE CONVEY TO THE APPLICABLE
SELLER OR ITS DESIGNEE, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY, EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE, ALL THE RIGHT, TITLE AND INTEREST OF BUYER
IN AND TO THE APPLICABLE INELIGIBLE RECEIVABLES, ALL MONEYS DUE OR TO BECOME DUE
AND ALL COLLATERAL SECURITY WITH RESPECT THERETO AND ALL AMOUNTS RECEIVED WITH
RESPECT THERETO AND ALL PROCEEDS THEREOF. SUCH TRANSFER SHALL BE FREE AND CLEAR
OF ANY LIENS CREATED BY OR THROUGH BUYER.
ANY COLLECTIONS RECEIVED BY BUYER
WITH RESPECT TO ANY INELIGIBLE RECEIVABLES TRANSFERRED TO A SELLER, AS WELL AS
ANY AMOUNTS RECEIVED BY BUYER FROM AN ACCOUNT DEBTOR AT ANY