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

Breach of Representations, Warranties or Covenants. If any representation or warranty with respect to any Transferred Receivable 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 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 and the Related Security 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 Factor 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 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 any Lockbox Account.

Breach of Representations, Warranties or Covenants. If Upon discovery by any representation Selling Subsidiary or Parent of any breach of any representation, warranty with respect to any Transferred Receivable or Related Security covenant described in Sections 4.01(a)(h)(m)(v) 4.01, 4.02 or (w) 4.03 (other than a representation representation, warranty or warranty covenant 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 which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of such a Transferred Receivable or Related Security 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 and the Related Security 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 Factor 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 FactorFactors, 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 therefor. The applicable Originator Each Selling Subsidiary 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 any Lockbox Account.. ARTICLE V

Breach of Representations, Warranties or Covenants. If Upon discovery by the Originator, PSC, or any representation assignee of PSC's rights hereunder, that any of the representations, warranties or warranty with respect to any Transferred Receivable or Related Security covenants described in Sections 4.01(a)(h)(m)(v4.01(b), 4.02(b) or (wc) (other than a representation or warranty relating to the absence of Dilution Factors4.03(a), shall not (b), (c) or (g) have been true on the related Transfer Date with respect to breached such Transferred Receivable that they are or Related Security and such failure were untrue or incorrect in any respect, which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of such a Transferred Receivable or Related Security or the interests of Buyer PSC or any assignee therein, the party discovering the same shall give prompt written notice thereof to the other parties heretoparties. The applicable Originator may, at any time on any Business Day, or shallThereafter, if requested by notice from BuyerPSC or any assignee, or if the Originator so desires, the Originator shall, on the first next succeeding Business Day following receipt of such noticeDay, either (ai) repurchase such Transferred Receivable and the Related Security from Buyer for PSC in consideration of cash, (ii) transfer ownership of a new Eligible Receivable or new Eligible Receivables on such Business Day; or (biii) make a capital contribution of the Rejected Amount in cash to Buyer PSC 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 the case of clauses (i), (ii) and (iii) in an amount equal to the Billed Amount of such the Transferred Receivable minus materially adversely affected by the sum of (A) breach less Collections received in respect thereof and (B) the amount of any Dilution Factor taken into account in the calculation of the Sale Price thereforthereof. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution FactorFactors, the applicable Originator's repurchase obligations obligation under this Section 4.05 with respect to such Receivable 4.04 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 any Lockbox AccountPrice.

Breach of Representations, Warranties or Covenants. If Upon discovery by any representation Originator or Buyer of any breach of any representation, warranty with respect to any Transferred Receivable or Related Security covenant described in Sections 4.01(a)(h)(m)(v) SECTIONS 4.01, 4.02 or (w) 4.03 (other than a representation representation, warranty or warranty covenant 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 which breach is reasonably likely to have a Material Adverse Effect material adverse effect on the value of such a Transferred Receivable or Related Security the Originator Collateral 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 and the Related Security from Buyer 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 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 MINUS the sum of (A) Collections received in respect thereof and (B) the amount of any Dilution Factor 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 FactorFactors, the applicable Originator's repurchase obligations obligation under this Section 4.05 SECTION 4.04 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 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 any Lockbox Account.