SUPPLEMENTED, RESTATED OR REPLACED AND IN EFFECT FROM TIME TO TIME IN
ACCORDANCE WITH THE TERMS THEREOF AND, IF APPLICABLE, THE TERMS OF THE OTHER
TRANSACTION DOCUMENTS, AND REFERENCE TO ANY PROMISSORY NOTE INCLUDES ANY
PROMISSORY NOTE THAT IS AN EXTENSION OR RENEWAL THEREOF OR A SUBSTITUTE OR
REPLACEMENT THEREFOR; AND
(VII)
REFERENCE TO ANY APPLICABLE LAW MEANS SUCH APPLICABLE LAW AS
AMENDED, MODIFIED, CODIFIED, REPLACED OR REENACTED, IN WHOLE OR IN PART, AND IN
EFFECT FROM TIME TO TIME, INCLUDING RULES AND REGULATIONS PROMULGATED
THEREUNDER, AND REFERENCE TO ANY SECTION OR OTHER PROVISION OF ANY APPLICABLE
LAW MEANS THAT PROVISION OF SUCH APPLICABLE LAW FROM TIME TO TIME IN EFFECT AND
CONSTITUTING THE SUBSTANTIVE AMENDMENT, MODIFICATION, CODIFICATION, REPLACEMENT
OR REENACTMENT OF SUCH SECTION OR OTHER PROVISION.
ARTICLE II.
SALE, TRANSFER AND ASSIGNMENT
Section 2.1.
Sale,
Transfer and Assignment.
(A)
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT (INCLUDING THE CONDITIONS TO PURCHASE SET FORTH IN ARTICLE III), THE
SELLER HEREBY SELLS, TRANSFERS, ASSIGNS, SETS OVER AND OTHERWISE CONVEYS TO THE
BUYER, AND THE BUYER HEREBY PURCHASES AND TAKES FROM THE SELLER, ALL RIGHT,
TITLE AND INTEREST OF THE SELLER IN THE PROPERTY IDENTIFIED IN CLAUSES
(I) THROUGH (III) BELOW, WHETHER CONSTITUTING ACCOUNTS, CASH AND CURRENCY,
CHATTEL PAPER, TANGIBLE CHATTEL PAPER, ELECTRONIC CHATTEL PAPER, COPYRIGHTS,
COPYRIGHT LICENSES, EQUIPMENT, FIXTURES, CONTRACT RIGHTS, GENERAL INTANGIBLES,
INSTRUMENTS, CERTIFICATES OF DEPOSIT, CERTIFICATED SECURITIES, UNCERTIFICATED
SECURITIES, FINANCIAL ASSETS, SECURITIES ENTITLEMENTS, COMMERCIAL TORT CLAIMS,
DEPOSIT ACCOUNTS, INVENTORY, INVESTMENT PROPERTY, LETTER-OF-CREDIT RIGHTS,
SOFTWARE, SUPPORTING OBLIGATIONS, ACCESSIONS OR OTHER PROPERTY OF THE SELLER,
INCLUDING THE FOLLOWING (IN EACH CASE EXCLUDING ANY EXCLUDED AMOUNTS)
(COLLECTIVELY, THE "SALE ASSETS"):
(I)
THE RECEIVABLES LISTED ON SCHEDULE I TO THE SALE ASSIGNMENT,
TOGETHER WITH ALL MONIES DUE OR TO BECOME DUE IN PAYMENT UNDER SUCH RECEIVABLES
ON AND AFTER THE CLOSING DATE, INCLUDING, BUT NOT LIMITED TO, ALL COLLECTIONS
AND ALL INTEREST ACCRUED WITH RESPECT TO THE RECEIVABLES BUT UNPAID AS OF THE
CLOSING DATE;
(II)
ALL RELATED SECURITY WITH RESPECT TO THE RECEIVABLES REFERRED TO
IN CLAUSE (I) ABOVE; AND
(III)
ALL INCOME AND PROCEEDS OF THE FOREGOING.
FOR AVOIDANCE OF DOUBT, EACH OF FAIR, DURHAM AND COCHRAN, AS THE COLLECTIVE
"SELLER" HEREUNDER, HEREBY SELLS, TRANSFERS, ASSIGNS, SETS OVER AND OTHERWISE
CONVEYS TO THE BUYER ALL OF SUCH PERSON'S UNDIVIDED INTEREST IN THE SALE ASSETS,
WHICH COLLECTIVELY CONSTITUTE ONE HUNDRED PERCENT (100%) OF THE UNDIVIDED
INTERESTS IN THE SALE ASSETS.
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(B)
THE SELLER SHALL, ON THE CLOSING DATE,
EXECUTE AND DELIVER TO THE BUYER A CERTIFICATE OF ASSIGNMENT (THE "SALE
ASSIGNMENT") IN THE FORM OF EXHIBIT C HERETO.
(C)
THE BUYER SHALL NOT HAVE ANY OBLIGATION OR
LIABILITY TO ANY OBLIGOR (INCLUDING ANY OBLIGATION TO PERFORM ANY OF THE
OBLIGATIONS OF THE SELLER (INCLUDING ANY OBLIGATION WITH RESPECT TO ANY OTHER
RELATED AGREEMENTS)). NO SUCH OBLIGATION OR LIABILITY IS INTENDED TO BE ASSUMED
BY THE BUYER, AND ANY SUCH ASSUMPTION IS EXPRESSLY DISCLAIMED.
(D)
IN CONNECTION WITH THE PURCHASE OF SALE
ASSETS HEREUNDER, THE