Common use of Adjustment Payment Obligation Clause in Contracts

Adjustment Payment Obligation. In the event of a breach of ----------------------------- any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d) or 4.02(f) in respect of any Receivable sold hereunder ------- ------ ------- ------- or if the Purchaser's interest in any Receivable is not a full legal and beneficial ownership, the respective Originator shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the Purchaser, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, such Originator upon request of the Purchaser shall repurchase the relevant Receivable from the Purchaser at a repurchase price (without duplication of any Originator Dilution Adjustment Payments made pursuant to Section 2.05 hereof), equal to the original Principal Amount of such Receivable ------------ less Collections received by the Purchaser in respect of such Receivable (the "Originator Adjustment Payment"), which payment shall be in the same currency as ----------------------------- such Receivable. Upon the payment of an Originator Adjustment Payment hereunder, the Purchaser shall automatically agree to pay to such Originator all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator contained in Section ------- 4.02(a), 4.02(b) or 4.02(c) in respect of or concerning any Receivable, the ------- ------- ------- respective Originator's obligation to pay the Originator Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser nor any other person or entity having an interest in this Agreement through the Purchaser shall be entitled to any other remedies as a consequence of any such breach).

Adjustment Payment Obligation. In the event of a breach of ----------------------------- any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d) or 4.02(f) in respect of any Receivable sold hereunder ------- ------ contributed ------- ------- ------- ------- hereunder or if the PurchaserCompany's interest in any Receivable is not a full legal and beneficial ownership, the respective Originator Contributor shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the PurchaserCompany, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, such Originator the Contributor upon request of the Purchaser Company shall repurchase the relevant Receivable from the Purchaser Company at a repurchase price (without duplication of any Originator Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof), ------------ equal to the original Principal Amount of such Receivable ------------ less Collections received by the Purchaser Company in respect of such Receivable (the "Originator Contributor Adjustment Payment"), ------------------------------ which payment shall be in the same currency as ----------------------------- such Receivable. Upon the payment of an Originator a Contributor Adjustment Payment hereunder, the Purchaser Company shall automatically agree to pay to such Originator the Contributor all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator a Contributor contained in Section ------- 4.02(a), 4.02(b) or 4.02(c) in respect of or --------------- ------- ------- concerning any Receivable, the ------- ------- ------- respective OriginatorContributor's obligation to pay the Originator Contributor Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss ------------ and not a penalty ------------ (and neither the Purchaser Company nor any other person or entity having an interest in this Agreement through the Purchaser Company shall be entitled to any other remedies as a consequence of any such breach).

Adjustment Payment Obligation. In the event of a breach of ----------------------------- If (i) any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d) or 4.02(f) Section 4.02 in respect of any Purchased Receivable sold hereunder ------- ------ ------- ------- purported to be an Eligible Receivable on the Originator Payment Date therefor is not true and correct in any material respect as of the date specified therein with respect to such Purchased Receivable or if (ii) the Purchaser's ’s interest in any Purchased Receivable purported to be an Eligible Receivable on the Originator Payment Date therefor is not a full legal and beneficial ownershipownership (any such Purchased Receivable as to which the conditions specified in any of clauses (i) and (ii) of this Section 2.06(a) exists is referred to herein as an “Ineligible Receivable”), the respective applicable Originator shall, within 30 thirty (30) days of the earlier of its knowledge or receipt of written notice of such breach or defect from the Purchaser, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 thirty (30) days, such Originator upon request of shall pay to the Purchaser shall repurchase the relevant Receivable from the Purchaser at a repurchase price (without duplication of any Originator Dilution Adjustment Payments made pursuant to Section 2.05 hereof), an amount equal to the original Principal Amount of such Ineligible Receivable ------------ less Collections received by the Purchaser in respect of such Ineligible Receivable (the "“Originator Adjustment Payment"”), which payment shall be deposited into the Collection Account or the Company Concentration Account, if any, in the same currency as ----------------------------- such Receivable. Upon the payment of an Originator Adjustment Payment hereunder, the Purchaser shall automatically agree to pay to such Originator all Collections received subsequent to such repurchase with respect to such repurchased Ineligible Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator contained in Section ------- 4.02(a), 4.02(b) or 4.02(c) 4.02 in respect of or concerning any ReceivablePurchased Receivable purported to be an Eligible Receivable on the Originator Payment Date therefor, the ------- ------- ------- respective Originator's ’s obligation to pay the Originator Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser nor any other person or entity Person having an interest in this Agreement through the Purchaser shall be entitled to any other remedies as a consequence of any such breach).

Adjustment Payment Obligation. In the event of a breach of ----------------------------- If (i) any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d) or 4.02(f) Section 4.02 in respect of any Contributed Receivable sold hereunder ------- ------ ------- ------- purported to be an Eligible Receivable on the Contribution Recording Date therefor is not true and correct in any material respect as of the date specified therein with respect to any Contributed Receivable or if (ii) the Purchaser's Company’s interest in any Contributed Receivable purported to be an Eligible Receivable on the Contribution Recording Date therefor is not a full legal and beneficial ownershipownership (any such Contributed Receivable as to which the conditions specified in any of clauses (i) and (ii) of this Section 2.06(a) exists is referred to herein as an “Ineligible Receivable”), the respective Originator Contributor shall, within 30 thirty (30) days of the earlier of its knowledge or receipt of written notice of such breach or defect from the PurchaserCompany, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 thirty (30) days, such Originator upon request of the Purchaser Contributor shall repurchase pay to the relevant Receivable from the Purchaser at a repurchase price Company (without duplication of any Originator Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof), an amount equal to the original Principal Amount of such Ineligible Receivable ------------ less Collections received by the Purchaser Company in respect of such Ineligible Receivable (the "Originator “Contributor Adjustment Payment"”), which payment shall be made to the Collection Account or the Company Concentration Account, if any, in the same currency as ----------------------------- such Receivable. Upon the payment of an Originator Adjustment Payment hereunder, the Purchaser shall automatically agree to pay to such Originator all Collections received subsequent to such repurchase with respect to such repurchased Ineligible Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator the Contributor contained in Section ------- 4.02(a), 4.02(b) or 4.02(c) 4.02 in respect of or concerning any ReceivableContributed Receivable purported to be an Eligible Receivable on the Contribution Recording Date therefor, the ------- ------- ------- respective Originator's Contributor’s obligation to pay the Originator Contributor Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser Company nor any other person or entity Person having an interest in this Agreement through the Purchaser Company shall be entitled to any other remedies as a consequence of any such breach).

Adjustment Payment Obligation. In the event of a breach of ----------------------------- any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d) or 4.02(f) in respect of any Contributed Receivable sold hereunder ------- ------ ------- ------- or if the Purchaser's Company’s interest in any Contributed Receivable is not a full legal and beneficial ownership, the respective Originator Contributor shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the PurchaserCompany, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, such Originator the Contributor upon request of the Purchaser Company shall repurchase the relevant Contributed Receivable from the Purchaser Company at a repurchase price (without duplication of any Originator Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof), equal to the original Principal Amount of such Contributed Receivable ------------ less Collections received by the Purchaser Company in respect of such Contributed Receivable (the "Originator “Contributor Adjustment Payment"”), which payment shall be in the same currency as ----------------------------- such Contributed Receivable. Upon the payment of an Originator a Contributor Adjustment Payment hereunder, the Purchaser Company shall automatically agree to pay to such Originator the Contributor all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator a Contributor contained in Section ------- 4.02(a), 4.02(b) or 4.02(c) in respect of or concerning any Contributed Receivable, the ------- ------- ------- respective Originator's Contributor’s obligation to pay the Originator Contributor Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser Company nor any other person or entity having an interest in this Agreement through the Purchaser Company shall be entitled to any other remedies as a consequence of any such breach).

Adjustment Payment Obligation. In the event of a breach of ----------------------------- any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d), 4.02(e) or 4.02(f) in respect of any Contributed Receivable sold hereunder ------- ------ ------- ------- or if the PurchaserCompany does not acquire all of the Contributor's right, title and interest in any Receivable is not a full legal and beneficial ownershipContributed Receivable, the respective Originator Contributor shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the PurchaserCompany, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, such Originator upon request of the Purchaser Contributor shall repurchase the relevant relevant. Contributed Receivable from the Purchaser the. Company at a repurchase price (without duplication of any Originator Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof), equal to the original Principal Amount of such Contributed Receivable ------------ less Collections received by the Purchaser Company in respect of such Contributed Receivable (the "Originator Contributor Adjustment Payment"), which payment shall be made to the relevant Company Concentration Account in the same currency as ----------------------------- such Contributed Receivable. Upon Following the payment of an Originator a Contributor Adjustment Payment hereunder, the Purchaser Company shall automatically agree to pay to such Originator the Contributor all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator the Contributor contained in Section ------- Sections 4.02(a), 4.02(b), 4.02(c), 4.02(d), 4.02(e) or 4.02(c4.02(f) in respect of or concerning any Contributed Receivable, the ------- ------- ------- respective OriginatorContributor's obligation to pay the Originator Contributor Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser Company nor any other person or entity having an interest in this Agreement through the Purchaser Company shall be entitled to any other remedies as a consequence of any such breach).

Adjustment Payment Obligation. In the event of a breach of ----------------------------- any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d) or 4.02(f) Section 4.02 in respect of any Contributed Receivable sold hereunder ------- ------ ------- ------- or if the Purchaser's Company’s interest in any Contributed Receivable is not a full legal and beneficial ownership, the respective Originator Contributor shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the PurchaserCompany, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, such Originator upon request of the Purchaser Contributor shall repurchase the relevant Contributed Receivable from the Purchaser Company at a repurchase price (without duplication of any Originator Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof), equal to the original Principal Amount of such Contributed Receivable ------------ less Collections received by the Purchaser Company in respect of such Contributed Receivable (the "Originator “Contributor Adjustment Payment"”), which payment shall be in made to the same currency as ----------------------------- such ReceivableCompany Concentration Account. Upon Following the payment of an Originator a Contributor Adjustment Payment hereunder, the Purchaser Company shall automatically agree to pay to such Originator the Contributor all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator the Contributor contained in Section ------- 4.02(a), 4.02(b) or 4.02(c) 4.02 in respect of or concerning any Contributed Receivable, the ------- ------- ------- respective Originator's Contributor’s obligation to pay the Originator Contributor Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser Company nor any other person or entity having an interest in this Agreement through the Purchaser Company shall be entitled to any other remedies as a consequence of any such breach).

Adjustment Payment Obligation. In the event of a breach of ----------------------------- any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d) or 4.02(f) in respect of any Receivable sold hereunder ------- ------ ------- ------- or if the Purchaser's interest in any Receivable is not a full legal and beneficial ownership, the respective Originator shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the Purchaser, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, such Originator upon request of the Purchaser shall repurchase the relevant Receivable from the Purchaser at a repurchase price (without duplication of any Originator Dilution Adjustment Payments made pursuant to Section 2.05 hereof), equal to the original Principal Amount of such Receivable ------------ less Collections received by the Purchaser in respect of such Receivable (the "Originator Adjustment Payment"), which payment shall be in the same currency as ----------------------------- such Receivable. Upon the payment of an Originator Adjustment Payment hereunder, the Purchaser shall automatically agree to pay to such Originator all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator contained in Section ------- 4.02(a), 4.02(b) or 4.02(c) in respect of or concerning any Receivable, the ------- ------- ------- respective Originator's obligation to pay the Originator Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser nor any other person or entity having an interest in this Agreement through the Purchaser shall be entitled to any other remedies as a consequence of any such breach).

Adjustment Payment Obligation. In the event of a breach of ----------------------------- any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d), 4.02(e) or 4.02(f) in respect of any Contributed Receivable sold hereunder ------- ------ ------- ------- or if the Purchaser's Company does not acquire all of the Contributor’s right, title and interest in any Receivable is not a full legal and beneficial ownershipContributed Receivable, the respective Originator Contributor shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the PurchaserCompany, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, such Originator upon request of the Purchaser Contributor shall repurchase the relevant Contributed Receivable from the Purchaser Company at a repurchase price (without duplication of any Originator Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof), equal to the original Principal Amount of such Contributed Receivable ------------ less Collections received by the Purchaser Company in respect of such Contributed Receivable (the "Originator “Contributor Adjustment Payment"”), which payment shall be made to the relevant Company Concentration Account in the same currency as ----------------------------- such Contributed Receivable. Upon Following the payment of an Originator a Contributor Adjustment Payment hereunder, the Purchaser Company shall automatically agree to pay to such Originator the Contributor all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator the Contributor contained in Section ------- Sections 4.02(a), 4.02(b), 4.02(c), 4.02(d), 4.02(e) or 4.02(c4.02(f) in respect of or concerning any Contributed Receivable, the ------- ------- ------- respective Originator's Contributor’s obligation to pay the Originator Contributor Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser Company nor any other person or entity having an interest in this Agreement through the Purchaser Company shall be entitled to any other remedies as a consequence of any such breach).