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

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Guarantor, any Originators or Buyer of any breach of any representation, warranty or covenant described in Sections 4.01, 4.02 or 4.04 (other than a representation, warranty or covenant relating to the absence of Dilution Factors), which breach is reasonably likely to have a Material Adverse Effect on the value of a Transferred Receivable or the interests of Buyer therein, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable Originator may, at any time on any Business Day, or shall, if requested by notice from Buyer, on the first Business Day following receipt of such notice, either (a) repurchase such Transferred Receivable from Buyer for cash, or (b) make a capital contribution in cash to Buyer by remitting the amount (the "Rejected Amount") of such capital contribution to the Collection Account in accordance with the terms of the Purchase Agreement, in each case in an amount equal to the Billed 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. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, 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 Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. The applicable Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into any Lockbox Account.

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Guarantor, any Originators the Originator or Buyer of any breach of any representation, warranty or covenant described in Sections 4.01, 4.02 or 4.04 4.03 (other than a representation, warranty or covenant relating to the absence of Dilution FactorsCredit Adjustments), which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of a Transferred Receivable or the interests of Buyer therein, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable Originator may, at any time on any Business Day, or shall, if requested by notice from Buyer, on the first Business Day following receipt of such notice, either (a) repurchase such Transferred Receivable from Buyer for cash, (b) transfer ownership of a new Eligible Receivable or new Eligible Receivables to Buyer on such Business Day, or (bc) make a capital contribution in cash to Buyer by remitting the amount (the "Rejected Amount") of such capital contribution to the Collection Account in accordance with the terms of the Purchase Funding Agreement, in each case in an amount equal to the Billed Amount of such Transferred Receivable (net of any reduction thereof for which the Originator has made the payment required therefor under Section 4.02(o)) minus the sum of (A) Collections received in respect thereof and (B) the amount of any Dilution Factors Credit Adjustment taken into account in the calculation of the Sale Price therefor. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution FactorsCredit Adjustments, the applicable Originator's repurchase obligations obligation under this Section 4.05 4.04 with respect to such Receivable shall be reduced by the amount of any such Dilution Factors Credit Adjustments taken into account in the calculation of the Sale Price Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. The applicable Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into any Lockbox Account.

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Guarantor, any Originators Selling Subsidiary or Buyer Parent of any breach of any representation, warranty or covenant described in Sections 4.01, 4.02 or 4.04 4.03 (other than a representation, warranty or covenant relating to the absence of Dilution Factors), which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of a Transferred Receivable or the interests of Buyer Parent therein, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable Originator Selling Subsidiary that breached such representation, warranty or covenant may, at any time on any Business Day, or shall, if requested by notice from BuyerParent, on the first Business Day following receipt of such notice, either (a) repurchase such Transferred Receivable from Buyer Parent for cash, cash or (b) make transfer ownership of a capital contribution in cash new Eligible Receivable or new Eligible Receivables to Buyer by remitting the amount (the "Rejected Amount") of Parent on such capital contribution to the Collection Account in accordance with the terms of the Purchase AgreementBusiness Day, in each case in an amount equal to the Billed 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. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, the applicable OriginatorSelling Subsidiary's repurchase obligations obligation under this Section 4.05 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 Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. The applicable Originator Each Selling Subsidiary shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into any Lockbox Account.. ARTICLE V

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Parent Guarantor, any Originators Originator or Buyer of any breach of any representation, warranty or covenant described in Sections 4.01, 4.02 or 4.04 4.03 (other than a representation, warranty or covenant relating to the absence of Dilution Factors), which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of a Transferred Receivable or the interests of Buyer therein, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable Originator that breached such representation, warranty or covenant may, at any time on any Business Day, or shall, if requested by notice from Buyer, on the first Business Day following receipt of such notice, either (a) repurchase such Transferred Receivable from Buyer for cash, (b) transfer ownership of a new Eligible Receivable or new Eligible Receivables to Buyer on such Business Day, or (bc) make a capital contribution in cash to Buyer by remitting the amount (the "Rejected Amount") of such capital contribution to the Collection Account in accordance with the terms of the Purchase Agreement, in each case in an amount equal to the Billed 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. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, the applicable Originator's repurchase obligations obligation under this Section 4.05 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 Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. The applicable Each Originator shall ensure that (x) no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into any Lockbox AccountAccount and (y) such reconveyed Transferred Receivables are not included in the reporting materials identifying Eligible Receivables or Transferred Receivables provided by the Originator to the Buyer or the Administrative Agent and the Purchasers.

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Guarantorthe CGS Originator, the Parent Guarantor or GFC that any Originators representation or Buyer of any breach of any representation, warranty or covenant described in Sections 4.01, 4.02 4.01(g) or 4.04 (v) (other than a ----------------------- representation, warranty or covenant relating to the absence of Dilution Factors), which breach is reasonably likely ) was not true with respect to have a Material Adverse Effect on the value of a any Transferred Receivable or as of the interests of Buyer thereinTransfer Date therefor, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable CGS Originator may, at any time on any Business Day, or shall, if requested by notice from BuyerGFC, on the first Business Day following receipt of such notice, either (a) repurchase such Transferred Receivable from Buyer GFC for cash, or (b) transfer ownership of a new Eligible Receivable or new Eligible Receivables to GFC on such Business Day, or (c) in the case of a Stockholder Originator, make a capital contribution in cash to Buyer GFC by remitting the amount (the "Rejected Amount") of such capital --------------- contribution to the Collection Account in accordance with the terms of the Purchase Agreement, in each case in an amount equal to the Billed 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. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, the applicable CGS Originator's repurchase obligations obligation under this Section 4.05 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 Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. The applicable Originator shall ensure that no Collections or other proceeds with respect Upon any such repurchase by the CGS Originator, GFC shall, without any further action, be deemed to a have reconveyed all of its right, title and interest in and to such Transferred Receivable so reconveyed to it are paid the CGS Originator without recourse, representation or deposited into warranty. GFC shall, at the CGS Originator's expense, take any Lockbox Accountaction the CGS Originator may reasonably request to further evidence such reconveyance.

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Guarantor, any Originators the Originator or Buyer SFC of any breach of any representation, warranty or covenant described in Sections 4.01, 4.02 or 4.04 4.03 (other than a representation, warranty or covenant relating to the absence of Dilution FactorsFactors or a representation, warranty or covenant as to a specific Transferred Receivable on any date after the Transfer Date with respect thereto), which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of a Transferred Receivable or the interests of Buyer SFC therein, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable Originator having breached such representation, warranty or covenant may, at any time on any Business Day, or shall, if requested by notice from BuyerSFC, on the first Business Day following receipt of such notice, either (a) repurchase such Transferred Receivable from Buyer SFC for cash, (b) transfer ownership of a new Eligible Receivable or new Eligible Receivables to SFC on such Business Day, or (bc) make a capital contribution in cash to Buyer SFC by remitting the amount (the "“Rejected Amount"”) of such capital contribution to the Collection Account in accordance with the terms of the Purchase Agreement, in each case in an amount equal to the Billed 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 therefortherefor (and upon the taking of such action by the Originator, such breach shall be deemed satisfied and SFC shall have no other remedy with respect thereto). Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, the applicable Originator's ’s repurchase obligations obligation under this Section 4.05 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 Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. Upon any such repurchase by the Originator, SFC shall, without any further action, be deemed to have reconveyed all of its right, title and interest in and to such Transferred Receivable to the Originator without recourse, representation or warranty. SFC shall, at the Originator’s expense, take any action the Originator may reasonably request to further evidence such reconveyance. The applicable Originator shall promptly ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into any Lockbox Account.

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Guarantor, any Originators the Receivables Seller or Buyer Receivables Purchaser of any breach of any representation, warranty or covenant described in Sections 4.014.1, 4.02 4.2 or 4.04 4.3 (other than a representation, warranty or covenant relating to the absence of Dilution Factors), which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of a Transferred Receivable or the interests of Buyer Receivables Purchaser therein, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable Originator Receivables Seller may, at any time on any Business Day, or shall, if requested by notice from BuyerReceivables Purchaser, on the first Business Day following receipt of such notice, either (a) repurchase such Transferred Receivable from Buyer Receivables Purchaser for cashcash or through a decrease in the amounts outstanding under the Subordinated Note, (b) transfer ownership of a new Eligible Receivable or new Eligible Receivables to Receivables Purchaser on such Business Day, or (bc) make a capital contribution in cash to Buyer Receivables Purchaser by remitting the amount (the "Rejected Amount") of such capital contribution to the Collection Account in accordance with the terms of the Purchase Agreement, in each case in an amount equal to the Billed Amount of such Transferred Receivable minus the sum of (Ai) Collections received in respect thereof and (Bii) the amount of any Dilution Factors taken into account in the calculation of the Sale Price therefor. Notwithstanding the foregoing, if any Transferred Receivable is not paid in full on account of any Dilution Factors, the applicable OriginatorReceivables Seller's repurchase obligations obligation under this Section 4.05 4.4 with respect to such Transferred Receivable shall be reduced by the amount of any such Dilution Factors taken into account in the calculation of the Sale Price Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. The applicable Originator Receivables Seller shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into any Lockbox Account.

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Guarantorthe Parent, any Originators the Originator or Buyer of any breach of any representation, warranty or covenant described in Sections 4.014.1, 4.02 4.2 or 4.04 4.3 (other than a representation, warranty or covenant relating to the absence of Dilution Factors), which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of a Transferred Receivable or the interests of Buyer therein, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable Originator may, at any time on any Business Day, or shall, if requested by notice from Buyer, on the first (1st) Business Day following receipt of such notice, either (a) repurchase such Transferred Receivable from Buyer for cashcash or through a decrease in the amounts outstanding under the Subordinated Originator Note, (b) transfer ownership of a new Eligible Receivable or new Eligible Receivables to Buyer on such Business Day, or (bc) make a capital contribution in cash to Buyer by remitting the amount (the "Originator Rejected Amount") of such capital contribution to the Collection Account in accordance with the terms of the Purchase Agreement, in each case in an amount equal to the Billed Amount of such Transferred Receivable minus the sum of (Ai) Collections received in respect thereof and (Bii) the amount of any Dilution Factors taken into account in the calculation of the Originator Sale Price therefor. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, the applicable Originator's repurchase obligations obligation under this Section 4.05 4.4 with respect to such Receivable shall be reduced by the amount of any such Dilution Factors taken into account in the calculation of the Originator Sale Price Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. The applicable Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into any Lockbox Account.

Breach of Representations, Warranties or Covenants. Upon discovery by Performance Guarantor, Odyssey or CGS that any Originators representation or Buyer of any breach of any representation, warranty or covenant described in Sections 4.01, 4.02 or 4.04 -------- 4.01(g) and (v) (other than a representation, warranty or covenant relating to --------------- the absence of Dilution Factors), which breach is reasonably likely was not true with respect to have a Material Adverse Effect on any Sold Receivable as of the value of a Transferred Receivable or the interests of Buyer thereinTransfer Date, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The applicable Originator Odyssey may, at any time on any Business Day, or shall, if requested by notice from BuyerCGS, on the first Business Day following receipt of such notice, either (a) repurchase such Transferred Odyssey Sold Receivable from Buyer CGS for cash, or (b) make a capital contribution in cash to Buyer by remitting the amount (the "Rejected Amount") of such capital contribution to the Collection Account in accordance with the terms of the Purchase Agreement, in each case in an amount equal to the Billed Amount of such Transferred Odyssey Sold 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 Odyssey Sale Price therefor. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, the applicable OriginatorOdyssey's repurchase obligations obligation under this Section 4.05 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 Odyssey Sale Price Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement therefor. The applicable Originator shall ensure that no Collections Upon any such repurchase by Odyssey, CGS shall, without any further action, be deemed to have reconveyed all of its right, title and interest in and to such Odyssey Sold Receivable to Odyssey without recourse, representation or other proceeds with respect warranty. CGS shall, at Odyssey's expense, take any action Odyssey may reasonably request to a Transferred Receivable so reconveyed to it are paid or deposited into any Lockbox Accountfurther evidence such reconveyance.