PURCHASE DATE AS LISTED IN THE
SCHEDULE APPLICABLE TO SUCH PURCHASE.
1.16
"PURCHASE DATE" MEANS FOR ANY PURCHASE THE DATE SET
FORTH AS THE "PURCHASE DATE" IN THE SCHEDULE FOR SUCH PURCHASE.
1.17
"PURCHASE PRICE" MEANS FOR ANY PURCHASE THE
"PURCHASE PRICE" SET FORTH ON THE SCHEDULE FOR SUCH PURCHASE.
1.18
"PURCHASED RECEIVABLES" MEANS FOR ANY PURCHASE ALL
THOSE RECEIVABLES ARISING OUT OF THE INVOICES AND OTHER AGREEMENTS IDENTIFIED ON
THE SCHEDULE FOR SUCH PURCHASE.
1.19
"PURCHASED RECEIVABLE AMOUNT" MEANS FOR ANY
PURCHASED RECEIVABLE, THE"INVOICE AMOUNT" SET FORTH WITH RESPECT TO SUCH
PURCHASED RECEIVABLE ON THE APPLICABLE SCHEDULE MINUS THE OPEN AMOUNT.
1.20
"RECEIVABLES" MEANS ACCOUNTS, RECEIVABLES, CHATTEL
PAPER, INSTRUMENTS, CONTRACT RIGHTS, DOCUMENTS, GENERAL INTANGIBLES, LETTERS OF
CREDIT, DRAFTS, BANKERS ACCEPTANCES, AND OTHER RIGHTS TO PAYMENT, AND ALL
PROCEEDS THEREOF.
1.21
"RELATED PROPERTY" HAS THE MEANING AS SET FORTH IN
SECTION 9 HEREOF.
1.22
"REPURCHASE AMOUNT" HAS THE MEANING SET FORTH IN
SECTION 4.2 HEREOF.
1.23
"REPURCHASE EVENT" HAS THE MEANING SET FORTH IN
SECTION 4.2 HEREOF.
1.24
"SCHEDULE" MEANS FOR EACH PURCHASE A
SCHEDULE EXECUTED BY THE PARTIES IN THE FORM OF EXHIBIT A HERETO IDENTIFYING THE
PURCHASED RECEIVABLES SUBJECT TO SUCH PURCHASE AND SETTING FORTH FINANCIAL AND
OTHER DETAILS RELATING TO SUCH PURCHASE, ALL AS CONTEMPLATED BY EXHIBIT A.
1.25
"SETTLEMENT DATE" HAS THE MEANING SET FORTH IN
SECTION 3.2 HEREOF.
1.26
"TOTAL PURCHASED RECEIVABLES AMOUNT" MEANS FOR ANY
PURCHASE THE TOTAL OF THE PURCHASED RECEIVABLE AMOUNTS FOR ALL PURCHASED
RECEIVABLES SUBJECT TO SUCH PURCHASE AS SET FORTH ON THE APPLICABLE SCHEDULE.
2
PURCHASE AND SALE OF RECEIVABLES.
2.1
SALE AND PURCHASE.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, WITH RESPECT TO EACH PURCHASE, EFFECTIVE ON EACH
APPLICABLE PURCHASE DATE, SELLER AGREES TO SELL TO BUYER AND BUYER AGREES TO BUY
FROM SELLER ALL RIGHT, TITLE, AND INTEREST (BUT NONE OF THE OBLIGATIONS WITH
RESPECT TO) OF THE SELLER TO THE PAYMENT OF ALL SUMS OWING OR TO BE OWING FROM
THE ACCOUNT DEBTORS UNDER EACH PURCHASED RECEIVABLE TO THE EXTENT OF THE
PURCHASED RECEIVABLE AMOUNT FOR SUCH PURCHASED RECEIVABLE.
Each purchase and sale hereunder shall be in the sole discretion of Buyer and
Seller.
In any event, Buyer will not (i) purchase any Receivables in excess of
an aggregate outstanding amount exceeding Thirty Million Dollars
($30,000,000.00), or (ii) purchase any Receivables under this Agreement after
January 1, 2005.
The
2
purchase of each Purchased Receivable may be evidenced by an assignment or bill
of sale in a form acceptable to Buyer.
2.2
PURCHASE PRICE AND RELATED MATTERS.
WITH
RESPECT TO EACH PURCHASE:
(A)
PAYMENT OF PURCHASE PRICE.
ON THE PURCHASE
DATE, THE PURCHASE PRICE, LESS
THE ADMINISTRATIVE FEE AND LEGAL FEES, SHALL BE
PAID BY BUYER TO SELLER.
(B)
LATE PAYMENT SETTLEMENT FEE.
IF, FOR ANY
REASON, PAYMENT IN FULL DOES NOT OCCUR ON OR BEFORE THE DUE DATE FOR ANY
PURCHASED RECEIVABLE, THEN, UPON THE FIRST TO OCCUR OF PAYMENT IN FULL, 90 DAYS
AFTER THE DUE DATE OR THE FILING OF A