Common use of Clean Up Call; Release of Security Interests Clause in Contracts

Clean Up Call; Release of Security Interests. (a) The Servicer (so long as the Servicer is an Affiliate of the Borrower) shall have the right (after providing written notice to the Agent in accordance with the Required Notice Period), at any time following the reduction of the Credit Exposure to a level that is less than 10.0% of the highest Credit Exposure during the term of this Agreement, to purchase all of the remaining Purchased Receivables from the Borrower for the fair and reasonably equivalent value thereof, but in no event shall the amount paid pursuant to any such purchase be less than the Aggregate Unpaids through the date of such purchase, provided, however, that any portion of the Aggregate Unpaids consisting of unpaid accrued Interest shall only be paid on such date if so requested by the Agent, on behalf of the Lender, in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date. Such payment shall be payable in immediately available funds to the Agent’s Account. Upon such prepayment, the Agent shall release any Adverse Claim on such Receivables, Related Security and Collections with respect thereto created by the Agent. Such release shall be without representation, warranty or recourse of any kind by, on the part of, or against the Lender or the Agent. (b) On the Final Payout Date, the Agent on behalf of the Secured Parties shall be considered to have released, free and clear of any Adverse Claim created by the Agent (but otherwise shall be without representation, warranty or recourse of any kind by, on the part of, or against the Secured Parties or the Agent) to the Borrower the Agent’s (on behalf of the Secured Parties) security interest in the Purchased Receivables, Related Security and Collections with respect thereto and shall at the request, and sole cost and expense, of the Borrower, execute and deliver to the Borrower, all such documents or instruments as are necessary to terminate the Agent’s security interest on behalf of the Secured Parties in the Purchased Receivables, Related Security and Collections with respect thereto.

Clean Up Call; Release of Security Interests. (a) The Servicer (so long as the Servicer is an Affiliate of the Borrower) shall have the right (after providing written notice to the Agent in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Credit Exposure to a level that is less than 10.0% of the highest Aggregate Credit Exposure during the term of this Agreement, to purchase all of the remaining Purchased Receivables from the Borrower for the fair and reasonably equivalent value thereof, but in no event shall the amount paid pursuant to any such purchase be less than the Aggregate Unpaids through the date of such purchase, provided, however, that any portion of the Aggregate Unpaids consisting of unpaid accrued Interest shall only be paid on such date if so requested by the Agent, on behalf of the LenderLenders, in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date. Such payment shall be payable in immediately available funds to the Agent’s Account. Upon such prepayment, the Agent shall release any Adverse Claim on such Receivables, Related Security and Collections with respect thereto created by the Agent. Such release shall be without representation, warranty or recourse of any kind by, on the part of, or against the Lender Lenders or the Agent. (b) On the Final Payout Date, the Agent on behalf of the Secured Parties shall be considered to have released, free and clear of any Adverse Claim created by the Agent (but otherwise shall be without representation, warranty or recourse of any kind by, on the part of, or against the Secured Parties or the Agent) to the Borrower the Agent’s (on behalf of the Secured Parties) security interest in the Purchased Receivables, Related Security and Collections with respect thereto and shall at the request, and sole cost and expense, of the Borrower, execute and deliver to the Borrower, all such documents or instruments as are necessary to terminate the Agent’s security interest on behalf of the Secured Parties in the Purchased Receivables, Related Security and Collections with respect thereto.

Clean Up Call; Release of Security Interests. (a) The Servicer (so long as the Servicer is an Affiliate of the Borrower) shall have the right (after providing written notice to the Agent in accordance with the Required Notice Period), at any time following the reduction of the Credit Exposure Aggregate Loan Amount to a level that is less than 10.0% of the highest Credit Exposure Aggregate Loan Amount outstanding during the term of this Agreement, to purchase all of the remaining Purchased Receivables from the Borrower for the fair and reasonably equivalent value thereof, but in no event shall the amount paid pursuant to any such purchase be less than the Aggregate Unpaids through the date of such purchase, provided, however, that any portion of the Aggregate Unpaids consisting of unpaid accrued Interest shall only be paid on such date if so requested by the AgentAdministrator, on behalf of the Lender, in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date. Such payment shall be payable in immediately available funds to the Agent’s Account. Upon such prepayment, the Agent shall release any Adverse Claim on such Receivables, Related Security and Collections with respect thereto created by the Agent. Such release shall be without representation, warranty or recourse of any kind by, on the part of, or against the Lender or the Agent. (b) On the Final Payout Date, the Agent on behalf of the Secured Parties shall be considered to have released, free and clear of any Adverse Claim created by the Agent (but otherwise shall be without representation, warranty or recourse of any kind by, on the part of, or against the Secured Parties or the Agent) to the Borrower the Agent’s (on behalf of the Secured Parties) security interest in the Purchased Receivables, Related Security and Collections with respect thereto and shall at the request, and sole cost and expense, of the Borrower, execute and deliver to the Borrower, all such documents or instruments as are necessary to terminate the Agent’s security interest on behalf of the Secured Parties in the Purchased Receivables, Related Security and Collections with respect thereto.

Clean Up Call; Release of Security Interests. (a) The Servicer (so long as the Servicer is an Affiliate of the Borrower) shall have the right (after providing written notice to the Administrative Agent in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Credit Exposure to a level that is less than 10.0% of the highest Aggregate Credit Exposure during the term of this Agreement, to purchase all of the remaining Purchased Receivables from the Borrower for the fair and reasonably equivalent value thereof, but in no event shall the amount paid pursuant to any such purchase be less than the Aggregate Unpaids through the date of such purchase, provided, however, that any portion of the Aggregate Unpaids consisting of unpaid accrued Interest shall only be paid on such date if so requested by the Administrative Agent, on behalf of the LenderLenders, in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date. Such payment shall be payable in immediately available funds to the Administrative Agent’s Account. Upon such prepayment, the Administrative Agent shall release any Adverse Claim on such Receivables, Related Security and Collections with respect thereto created by the Administrative Agent. Such release shall be without representation, warranty or recourse of any kind by, on the part of, or against the Lender Lenders or the Administrative Agent. (b) On the Final Payout Date, the Administrative Agent on behalf of the Secured Parties shall be considered to have released, free and clear of any Adverse Claim created by the Administrative Agent (but otherwise shall be without representation, warranty or recourse of any kind by, on the part of, or against the Secured Parties or the Administrative Agent) to the Borrower the Administrative Agent’s (on behalf of the Secured Parties) security interest in the Purchased 741012885 21673258 Receivables, Related Security and Collections with respect thereto and shall at the request, and sole cost and expense, of the Borrower, execute and deliver to the Borrower, all such documents or instruments as are necessary to terminate the Administrative Agent’s security interest on behalf of the Secured Parties in the Purchased Receivables, Related Security and Collections with respect thereto.