OR WARRANTY RELATES TO THE VALIDITY OR PERFECTION OF
THE TRANSFER OF SUCH RECEIVABLE UNDER THIS SALE AGREEMENT OR THE PERFECTION OF
THE BUYER'S SECURITY INTEREST IN ANY EQUIPMENT AS AGAINST THE OBLIGOR
THEREUNDER, THEN THE SELLER BE DEEMED TO HAVE RECEIVED A COLLECTION OF SUCH
RECEIVABLE IN AN AMOUNT EQUAL TO THE OUTSTANDING BALANCE THEREOF.
TO THE EXTENT
THAT ANY SUCH DEEMED COLLECTION REDUCES THE OUTSTANDING BALANCE OF SUCH
RECEIVABLE TO ZERO, THEN, UPON THE SELLER'S PAYMENT TO THE BUYER OF SUCH DEEMED
COLLECTION, THE
4
Buyer shall re-assign to the Seller all of its right, title and interest in and
to the relevant Receivable, the Contract under which such Receivable arose and
the Related Security relating thereto.
Prior to the 15th day of each month (or
if such day is not a Business Day, the immediately succeeding Business Day), the
Seller shall prepare and forward to the Buyer, a Settlement Report as of the
close of business of the Seller on the last day of the immediately preceding
month, in substantially the form set forth in Exhibit C.
(C)
ALTHOUGH THE SELLER AND THE BUYER AGREE THAT THE SELLER (EXCEPT IN ITS
CAPACITY AS SERVICER PURSUANT TO SECTION 6.02(A)), SHALL HAVE NO RIGHT TO SO
TERMINATE, REJECT OR NOT ASSUME A CONTRACT, IF THE SELLER 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
RECEIVABLES ARISING UNDER SUCH CONTRACT IN AN AMOUNT EQUAL TO (A) IN THE EVENT
OF A PREPAYMENT OR TERMINATION CONSENTED TO BY THE SELLER 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(C), THE BUYER SHALL RE-ASSIGN TO THE SELLER ALL
OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE RELEVANT RECEIVABLE OR
RECEIVABLES, THE CONTRACTS UNDER WHICH SUCH RECEIVABLE(S) AROSE AND THE RELATED
SECURITY RELATING THERETO.
SECTION 2.06.
PAYMENTS AND COMPUTATIONS, ETC.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, ALL AMOUNTS TO BE PAID OR DEPOSITED BY THE SELLER HEREUNDER SHALL BE
PAID OR DEPOSITED IN ACCORDANCE WITH THE TERMS HEREOF NO LATER THAN 11:00 A.M.
(NEW YORK CITY TIME) ON THE DAY WHEN DUE IN LAWFUL MONEY OF THE UNITED STATES OF
AMERICA IN IMMEDIATELY AVAILABLE FUNDS TO A SPECIAL