Concerning The Purchaser. In order to induce the Vendors to enter into this Agreement and complete their respective obligations hereunder, the Purchaser represents and warrants to the Vendors that:
Concerning The Purchaser. It is expressly understood and agreed by the parties hereto and the holders of the certificates issued under the Pass-Through Trust Agreement and Declaration of Trust dated July 20, 2018 (the “Declaration”) that (a) this Agreement is executed and delivered in favor of the Purchaser not in its individual or personal capacity but solely in its capacity as trustee under the Declaration, in the exercise of the powers and authority conferred and vested in it as trustee under the Declaration, subject to the rights, protections, indemnities and limitations from liability afforded to the trustee thereunder; (b) in no event shall Computershare Trust Company, National Association, in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the trust created pursuant to the Declaration (the “Trust”) (or on behalf of the Trust) hereunder, as to all of which recourse shall be had solely to the Granted Property; (c) nothing contained herein shall be construed as creating any liability on Computershare Trust Company, National Association, individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein; and (d) under no circumstances shall Computershare Trust Company, National Association, be personally liable for the payment of any fees, costs, indebtedness or expenses of any kind whatsoever or be personally liable for the breach or failure of any obligation, representation, agreement, warranty or covenant whatsoever made or undertaken by the Purchaser or the Trust hereunder, except to the extent of Purchaser’s willful misconduct, bad faith or gross negligence.
Concerning The Purchaser. The Purchaser may notify at any time the Obligors of Purchased Receivables, or any of them, of the ownership of Purchased Receivables by the Purchaser. At any time: The Purchaser may notify the Obligors of the Purchased Receivables, or any of them, that payment of all amounts payable under any such Purchased Receivable is to be made directly to the Purchaser or its designee. The Seller shall, at the Purchaser's request and at the Seller's expense, give notice of the Purchaser's ownership of Purchased Receivables to each Obligor and notify such Obligors that payments under any such Purchased Receivables be made directly to the Purchaser or its designee. The Seller shall, at the Purchaser's request, (A) assemble all Records relating to Purchased Receivables, and shall make the same available to the Purchaser at the Seller's chief executive office, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Purchased Receivables in a manner acceptable to the Purchaser and shall, promptly upon receipt, remit all such cash, checks and investments, duly endorsed or with duly executed instruments of transfer, to the Purchaser or its designee. The Purchaser may take any and all steps in the Seller's name or on behalf of the Seller necessary or desirable, in the determination of the Purchaser, to collect all amounts due under any and all Purchased Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections of Purchased Receivables, enforcing such Purchased Receivables and adjusting, settling or compromising the account or payment thereof, in the same manner and to the same extent as the Seller might have done, its being contemplated that the foregoing will only be necessary if ACH Debits are not honored. The Purchaser shall not have any obligation or liability with respect to any Receivables or related contracts, nor shall the Purchaser be obligated to perform any of the obligations of the Seller thereunder.
