Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.
Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. To the fullest extent permitted by applicable law, delivery of an executed counterpart of a signature page of this Agreement by telefacsimile or electronic image scan transmission (such as a “pdf” file) will be effective to the same extent as delivery of a manually executed original counterpart of this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.
Counterparts; Severability; Section References. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, PDF, or other electronic transmission shall be effective as delivery of a manually executed counterpart of a signature page to this Amendment. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. <Signature pages follow>
Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this
Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of a signature page to this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Counterparts; Severability; Section References. Exhibits Exhibit I Definitions Exhibit II Jurisdiction of Formation; Principal Place of Business Chief Executive Office; Location(s) of Records; Federal Employer Identification Number; Other Names Exhibit III Lock-Boxes; Collection Accounts; Collection Banks Exhibit IV Form of Compliance Certificate Exhibit V Copy of Credit and Collection Policy Exhibit VI Form of Subordinated Note Exhibit VII Form of Purchase Report Exhibits VIII Material Adverse Effect Schedules Schedule A List of Documents to be Delivered to Buyer on or Prior to Closing Date RECEIVABLES SALE AGREEMENT THIS RECEIVABLES SALE AGREEMENT, dated as of November 15, 2001, is by and among Louisiana-Pacific Corporation, a Delaware corporation (“Louisiana-Pacific”) and XX Xxxx Polymers, Inc., an Oregon corporation (“XX Xxxx”) (each an “Originator” and collectively, the “Originators”), and LP RECEIVABLES CORPORATION, a Delaware corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Credit Agreement).
Counterparts; Severability; Section References. 43 Section 14.13
Counterparts; Severability; Section References. 49 Section 16.13 Bank One Roles.........................................49 Section 16.14 Characterization.......................................49 Exhibits and Schedules Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Places of Business of the Originating Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV Form of Seller Direction Exhibit V Form of Compliance Certificate Exhibit VI Form of Assignment Agreement Exhibit VII Credit and Collection Policy Exhibit VIII Form of Vacation Owner Agreements Exhibit IX Form of Monthly Report Exhibit X Request for Release Exhibit XI Receipt Exhibit XII Account Numbers Schedule A Commitments of Financial Institutions Schedule B Documents to be Delivered to the Agent on or Prior to the Initial Purchase Schedule C Existing Environmental Claims RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of January 7, 2000 is among TW Holdings III, Inc., a Delaware corporation ("Seller"), Trendwest Resorts, Inc., an Oregon corporation ("TWRI"), as initial Servicer (the Servicer together with the Seller, the "Originating Parties" and each an "Originating Party"), Sage Systems, Inc., as Custodian, the funding entities listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the "Financial Institutions"), International Securitization Corporation ("Conduit"), Bank One, NA, as paying agent to the extent described herein (the "Paying Agent") and Bank One, NA (Main Office Chicago) as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement. Bank One Roles and Purchaser Agent Roles. Each of the Purchasers and Purchaser Agents acknowledges that Bank One acts, or may in the future act, (i) as administrative agent for the Bank One Conduit or any Financial Institution in the Bank One Conduit’s Purchaser Group, (ii) as issuing and paying agent for certain Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (iv) to provide other services from time to time for the Bank One Conduit or any Financial Institution in the Bank One Conduit’s Purchaser Group (collectively, the “Bank One Roles”). Without limiting the generality of this Section 14.13, each Purchaser and each Purchaser Agent hereby acknowledges and consents to any and all Bank One Roles and agrees that in connection with any Bank One Role, Bank One may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for the Bank One Conduit. RECEIVABLES PURCHASE AGREEMENT Each of the Purchasers acknowledges that each Purchaser Agent acts, or may in the future act, (i) as administrative agent for the Conduit in such Purchaser Agent’s Purchaser Group or any Financial Institution in such Purchaser Agent’s Purchaser Group, (ii) as issuing and paying agent for certain Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (iv) to provide other services from time to time for the Conduit in such Purchaser Agent’s Purchaser Group or any Financial Institution in such Purchaser Agent’s Pur...
