Common use of Breach of Representations, Warranties or Covenants Clause in Contracts

Breach of Representations, Warranties or Covenants. Upon discovery by any Originator or Buyer of any breach of representation, warranty or covenant described in Sections 4.01(g), 4.01(l), 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) or 4.03(m) with respect to any Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties hereto. The Originator that breached such representation, warranty or covenant shall, if requested by notice from Buyer or the Administrative Agent, on the first Business Day following receipt of such notice, either (a) repurchase the affected Transferred Receivable from Buyer for cash remitted to the relevant Concentration Account, (b) [reserved], or (c) in the case of the Parent, make a capital contribution in cash to Buyer by remitting the amount of such capital contribution to the relevant Concentration Account, in each case, in an amount (the “Rejected Amount”) equal to the Outstanding Balance thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Account.

Breach of Representations, Warranties or Covenants. Upon discovery by any Originator the Originator, SPV, the Issuer or Buyer the Indenture Trustee of any breach of any representation, warranty or covenant described in Sections 4.01(g)4.1, 4.01(l)4.2 or 4.3, 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) which breach is reasonably likely to have a material adverse effect on the value of a Transferred Fleet Receivable or 4.03(m) with respect to any Transferred Receivablethe interests of SPV or the Issuer therein, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties party hereto. The Originator that breached shall, on or prior to the next succeeding Settlement Date upon the Originator's, SPV's or the Issuer's discovery of (or otherwise obtaining actual knowledge of) any breach of such representation, warranty or covenant shall, if requested by notice from Buyer or the Administrative Agent, on the first Business Day following receipt of such noticecovenant, either (a) repurchase the affected such Transferred Fleet Receivable from Buyer the Origination Trust for cash remitted cash, by remitting the purchase price to the relevant Concentration Servicer in such manner as will permit the Servicer to deposit the same on such date into the Collection Account in accordance with the terms of the Servicing Agreement (or if the Originator is then the Servicer, by remitting the purchase price to the Collection Account), (b) [reserved]transfer ownership of a new Eligible Receivable or new Eligible Receivables to SPV on such Settlement Date (or such Business Day in exchange for such Transferred Fleet Receivable), or (c) in the case of the Parent, make a capital contribution in cash to Buyer SPV by remitting the amount of such capital contribution to the relevant Concentration Collection Account, in each case, case in an amount (the “"Rejected Amount”") equal to the Outstanding Balance Billed Amount of such Transferred Fleet Receivable minus the Collections received by SPV or its assignees in respect thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Account.

Breach of Representations, Warranties or Covenants. Upon discovery by any Originator or Buyer of any breach of representation, warranty or covenant described in Sections 4.01(g), 4.01(l), 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) or and 4.03(m) with respect to any Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties hereto. The Originator that breached such representation, warranty or covenant shall, if requested by notice from Buyer or the Administrative Agent, on the first Business Day following receipt of such notice, either (a) repurchase the affected Transferred Receivable from Buyer for cash remitted to the relevant Concentration Account, (b) [reserved]transfer ownership of a new Eligible Receivable or new Eligible Receivables to Buyer on such Business Day, or (c) in the case of the Parent, make a capital contribution in cash to Buyer by remitting the amount of such capital contribution to the relevant Concentration Account, in each case, in an amount amount, or having a Billed Amount (the “Rejected Amount”) equal to the Outstanding Balance thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Account.

Breach of Representations, Warranties or Covenants. Upon discovery by any Originator or Buyer of any breach of representation, warranty or covenant described in Sections 4.01(g), 4.01(l), 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) or 4.03(m) with respect to any Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties hereto. The Originator that breached such representation, warranty or covenant shall, if requested by notice from Buyer or the Administrative Agent, on the first Business Day following receipt of such notice, either (a) repurchase the affected Transferred Receivable from Buyer for cash remitted to the relevant Concentration Account, (b) [reserved]transfer ownership of a new Eligible Receivable or new Eligible Receivables to Buyer on such Business Day, or (c) in the case of the Parent, make a capital contribution in cash to Buyer by remitting the amount of such capital contribution to the relevant Concentration Account, in each case, in an amount amount, or having a Billed Amount (the “Rejected Amount”) equal to the Dollar Equivalent of the Outstanding Balance thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Dollar Equivalent of the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Account.

Breach of Representations, Warranties or Covenants. Upon discovery by any Originator the Parent or Buyer of any breach of any representation, warranty or covenant described in Sections 4.01(g4.01, 4.02 or 4.03 (other than a representation, warranty or covenant relating to the absence of Dilution Factors), 4.01(l), 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) which breach is reasonably likely to have a material adverse effect on the value of a Transferred Receivable or 4.03(m) with respect to any Transferred Receivablethe interests of Buyer therein, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties hereto. The Originator that breached such representationParent may, warranty at any time on any Business Day, or covenant shall, if requested by notice from Buyer or the Administrative AgentBuyer, on the first Business Day following receipt of such notice, either (a) repurchase the affected such Transferred Receivable from Buyer for cash remitted to the relevant Concentration Accountcash, (b) [reserved]transfer ownership of a new Eligible Receivable or new Eligible Receivables to Buyer on such Business Day, or (c) in the case of the Parent, make a capital contribution in cash to Buyer by remitting the amount (the "Rejected Amount") of such capital contribution to the relevant Concentration AccountCollection Account in accordance with the terms of the Funding Agreement, in each case, case in an amount (the “Rejected Amount”) equal to the Outstanding Balance thereofBilled Amount of such Transferred Receivable minus the sum of (A) Collections received in respect thereof and (B) the amount of any Dilution Factors taken into account in the calculation of the Sale Price therefor. Each Originator Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, the Parent's repurchase obligation under this Section 4.04 with respect to such Receivable shall be reduced by the amount of any such Dilution Factors taken into account in the calculation of the Sale Price therefor. The Parent shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into the relevant Concentration any Lockbox Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Account.ARTICLE V

Breach of Representations, Warranties or Covenants. Upon discovery by any Originator or Buyer of any breach of representation, warranty or covenant described in Sections 4.01(g), 4.01(l), 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) or 4.03(m4.03 727160102 10435078 24 (m) with respect to any Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties hereto. The Originator that breached such representation, warranty or covenant shall, if requested by notice from Buyer or the Administrative Agent, on the first Business Day following receipt of such notice, either (a) repurchase the affected Transferred Receivable from Buyer for cash remitted to the relevant Concentration Account, (b) [reserved]transfer ownership of a new Eligible Receivable or new Eligible Receivables to Buyer on such Business Day, or (c) in the case of the Parent, make a capital contribution in cash to Buyer by remitting the amount of such capital contribution to the relevant Concentration Account, in each case, in an amount amount, or having a Billed Amount (the “Rejected Amount”) equal to the Outstanding Balance thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Account.

Breach of Representations, Warranties or Covenants. Upon discovery by the Originator, MCF, or any Originator assignee of MCF's rights hereunder, that any of the representations, warranties or Buyer of any breach of representation, warranty or covenant covenants described in Sections 4.01(g4.01(b), 4.01(l), 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.02(b) or (c) or 4.03(a), 4.03(b), 4.03(c), 4.03(d(b) or 4.03(m(c) with respect have been breached such that they are or were untrue or incorrect in any respect, which breach is reasonably likely to have a material -24- adverse effect on the value of a Transferred Receivable or the interests of MCF or any Transferred Receivableassignee therein, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties heretoparties. The Originator that breached such representation, warranty or covenant shallThereafter, if requested by notice from Buyer MCF or any assignee, or if the Administrative AgentOriginator so desires, the Originator shall, on the first next succeeding Business Day following receipt of such noticeDay, either (ai) repurchase the affected such Transferred Receivable from Buyer for MCF in consideration of cash remitted to or a reduction of the relevant Concentration Accountoutstanding indebtedness under the Subordinated Note or both, (bii) [reserved], transfer ownership of a new Eligible Receivable or new Eligible Receivables on such Business Day; or (ciii) in the case of the Parent, make a capital contribution of the Rejected Amount in cash to Buyer MCF by remitting the amount of such capital contribution to the relevant Concentration AccountCollection Account in accordance with the terms of the Purchase Agreement, in each casethe case of clauses (i), (ii) and (iii) in an amount (the “Rejected Amount”) equal to the Outstanding Balance Billed Amount of such Transferred Receivable less Collections received in respect thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Notwithstanding the foregoing, if any Receivable so reconveyed to it are is not paid or deposited into in full on account of any Dilution Factors, the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor Originator's repurchase obligation under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale this Section 4.04 shall be reduced by the amount of any such Dilution Factors taken into account in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration AccountSale Price.

Breach of Representations, Warranties or Covenants. Upon discovery by If any Originator representation or Buyer of any breach of representation, warranty or covenant described in Sections 4.01(g), 4.01(l), 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) or 4.03(m) with respect to any Transferred ReceivableReceivable or Related Security described in Sections 4.01(a)(h)(m)(v) or (w) (other than a representation or warranty relating to the absence of Dilution Factors), shall not have been true on the related Transfer Date with respect to such Transferred Receivable or Related Security and such failure is reasonably likely to have a Material Adverse Effect on the value of such Transferred Receivable or Related Security or the interests of Buyer therein, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties hereto. The applicable Originator that breached such representationmay, warranty at any time on any Business Day, or covenant shall, if requested by notice from Buyer or the Administrative AgentBuyer, on the first Business Day following receipt of such notice, either (a) repurchase the affected such Transferred Receivable and the Related Security from Buyer for cash remitted to the relevant Concentration Accountcash, or (b) [reserved], or (c) in the case of the Parent, make a capital contribution in cash to Buyer by remitting the amount (the "Rejected Amount") of such capital contribution to the relevant Concentration AccountCollection Account in accordance with the terms of the Purchase Agreement, in each case, case in an amount (the “Rejected Amount”) equal to the Outstanding Balance thereofBilled Amount of such Transferred Receivable minus the sum of (A) Collections received in respect thereof and (B) the amount of any Dilution Factor taken into account in the calculation of the Sale Price therefor. Each Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factor, the applicable Originator's repurchase obligations under this Section 4.05 with respect to such Receivable shall be reduced by the amount of any such Dilution Factors taken into account in the calculation of the Sale Price therefor. The applicable Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable and the Related Security so reconveyed to it are paid or deposited into the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Lockbox Account. A. M. Castle & Co., Total Plastics, Inc., Xxxxxx Steel Plate Co., and Keystone Tube Company, LLC Receivables Sale and Contribution Agreement