Common use of Events of Repurchase Clause in Contracts

Events of Repurchase. If any of the following events (each, an “Event of Repurchase”) occurs with respect to a Purchased Receivable or Related Security: (i) any representation or warranty made by the Seller with respect to such Purchased Receivable or Related Security shall be materially inaccurate, incorrect or untrue on any date as of which it is made or deemed to be made; (ii) the Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Receivable Documentation and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof; (iii) the Seller or Servicer instructs the related Account Debtor to pay any amount with respect to such Purchased Receivable to an account other than the applicable Lock-Box Account or the Buyer’s Account; (iv) a Dispute has arisen with respect to any Purchased Receivable (it being understood that if a Receivable remains unpaid for thirty (30) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the relevant Account Debtor, a Dispute shall be deemed to have arisen with respect to such Receivable); or (v) the Seller and the Servicer shall fail to timely comply with the terms of Section 16 of this Agreement. then, the Seller shall immediately deliver notice thereof to the Buyer and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable and Related Security (or, if the Buyer agrees in writing, the portion subject to Dispute), unless the Buyer agrees in writing in its sole discretion to retain such Purchased Receivable. The repurchase price for a Purchased Receivable shall be the amount equal to the Outstanding Purchase Amount relating to such Purchased Receivable at such time and shall be paid to the Buyer’s Account in immediately available funds by no later than the next Weekly Settlement Date. Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security, such Purchased Receivable and Related Security shall hereby be, and be deemed to be, repurchased by the Seller from the Buyer without recourse to or warranty by the Buyer.

Events of Repurchase. If any of the following events (each, an “Event of Repurchase”) occurs with respect to a Purchased Receivable or Related SecurityReceivable: (i) such Purchased Receivable was not an Eligible Receivable at the time of purchase; (ii) any other representation or warranty made by the Seller with respect pertaining to such Purchased Receivable deemed to have been made by a Seller pursuant to Section 1(e) in connection with Seller’s delivery or Related Security submission of the Purchase Request in which such Purchased Receivable was included shall be materially inaccurate, incorrect or untrue in any material respect on any the date as of which it is was made or deemed to be made; (ii) the Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Receivable Documentation and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof;; or (iii) the Seller an Adverse Claim or Servicer instructs the related Account Debtor to pay any amount with respect to such Purchased Receivable to an account other than the applicable Lock-Box Account or the Buyer’s Account; (iv) a Dispute has arisen with respect to any Purchased Receivable (it being understood that if a Receivable remains unpaid for thirty (30) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the relevant Account Debtor, a Dispute shall be deemed to have arisen with respect to such Receivable); or (v) the Seller and the Servicer shall fail to timely comply with the terms of Section 16 of this Agreement. then, the applicable Seller shall immediately deliver notice thereof to the Buyer Administrative Agent within five (5) days of becoming aware of the Event of Repurchase and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable and Related Security (or, if the Buyer agrees in writing, the portion Account Debtor related to such Purchased Receivable is subject to an Insolvency Event, then with respect to an Event of Repurchase caused by a Dispute), unless the Buyer agrees in writing in its sole discretion to retain instead of repurchasing such Purchased Receivable, the applicable Seller shall instead make a Deemed Collection payment in the disputed portion and the Buyers will convey back to the Sellers all of their right, title and interest in such disputed portion) at the Administrative Agent’s option and demand. The repurchase price for a Purchased Receivable shall (provided that the Outstanding Purchase Amount is greater than zero) be the amount equal to the Outstanding Purchase Amount relating to such Purchased Receivable (or, if applicable, a proportionate part thereof) at such time and shall be paid to the BuyerAdministrative Agent’s Account in immediately available funds on the first Settlement Date following demand therefor by no later than the next Weekly Settlement DateAdministrative Agent; provided, that for purposes of recalculating such repurchase price, any reductions to the Outstanding Purchase Amount pursuant to Section 5(h)(iii) shall be disregarded. Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security(or portion), such Purchased Receivable and Related Security (or portion) shall hereby be, and be deemed to be, repurchased by the such Seller from the Buyer Buyers without recourse to or warranty by the BuyerBuyers, whereupon such Purchased 10 Receivable shall no longer be deemed a Purchased Receivable (or portion) and the Buyers shall have no further right, title or interest in or to such Purchased Receivable (or portion).

Events of Repurchase. If any of the following events (each, an “Event of Repurchase”) occurs with respect to a Purchased Receivable or Related SecurityReceivable: (i) such Purchased Receivable was not an Eligible Receivable at the time of purchase; (ii) any other representation or warranty made by the Seller with respect pertaining to such Purchased Receivable deemed to have been made by a Seller pursuant to Section 1(e) in connection with Seller’s delivery or Related Security submission of the Purchase Request in which such Purchased Receivable was included shall be materially inaccurate, incorrect or untrue in any material respect on any the date as of which it is was made or deemed to be made; (ii) the Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Receivable Documentation and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof;; or (iii) the Seller an Adverse Claim or Servicer instructs the related Account Debtor to pay any amount with respect to such Purchased Receivable to an account other than the applicable Lock-Box Account or the Buyer’s Account; (iv) a Dispute has arisen with respect to any Purchased Receivable (it being understood that if a Receivable remains unpaid for thirty (30) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the relevant Account Debtor, a Dispute shall be deemed to have arisen with respect to such Receivable); or (v) the Seller and the Servicer shall fail to timely comply with the terms of Section 16 of this Agreement. then, the applicable Seller shall immediately deliver notice thereof to the Buyer Administrative Agent within five (5) days of becoming aware of the Event of Repurchase and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable at the Administrative Agent’s option and Related Security (or, if the Buyer agrees in writing, the portion subject to Dispute), unless the Buyer agrees in writing in its sole discretion to retain such Purchased Receivabledemand. The repurchase price for a Purchased Receivable shall (provided that the Outstanding Purchase Amount is greater than zero) be the amount equal to the Outstanding Purchase Amount relating to such Purchased Receivable (or, if applicable, a proportionate part thereof) at such time and shall be paid to the BuyerAdministrative Agent’s Account in immediately available funds on the first Settlement Date following demand therefor by no later than the next Weekly Settlement DateAdministrative Agent; provided, that for purposes of recalculating such repurchase price, any reductions to the Outstanding Purchase Amount pursuant to Section 5(h)(iii) shall be disregarded. Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security(or portion), such Purchased Receivable and Related Security (or portion) shall hereby be, and be deemed to be, repurchased by the such Seller from the Buyer Buyers without recourse to or warranty by the BuyerBuyers, whereupon such Purchased Receivable shall no longer be deemed a Purchased Receivable (or portion) and the Buyers shall have no further right, title or interest in or to such Purchased Receivable (or portion).

Events of Repurchase. If any of the following events (each, an “Event "Events of Repurchase”") occurs with respect to a Purchased Receivable or Related Securityand is -------------------- continuing: (ia) any representation or warranty made by the Seller hereunder with respect to such (i) any of the Purchased Receivable Receivables or Related Security shall be materially inaccurate, incorrect or untrue on any date as of which it is made or deemed to be made; (ii) the Insurance Policy is incorrect in any material respect when made or deemed made and shall have an adverse effect on the ability to collect such Purchased Receivables; (b) Seller or Servicer fails to perform or observe any other term, covenant or agreement contained herein with respect to such any of the Purchased Receivable set forth in any Transaction Document Receivables or any related Receivable Documentation the Insurance Policy and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on Receivables, whether from the Due Date thereofapplicable Approved Customers, the Insurer or otherwise; (iiic) the Seller or Servicer instructs the related Account Debtor to pay any amount payable with respect to such a Purchased Receivable is reduced as a result of any discount, adjustment, offset, counterclaim, warranty issue or refusal of an Approved Customer to an account pay due to lack of performance of Seller or of the product sold or other act or omission by Seller or its authorized agents (other than the applicable Lock-Box Account a discount or the adjustment granted with Buyer’s Account; (iv) a Dispute has arisen with respect to any Purchased Receivable (it being understood that if a Receivable remains unpaid for thirty (30) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the relevant Account Debtor, a Dispute shall be deemed to have arisen with respect to such Receivable's written approval); or (vd) Buyer does not receive all amounts owing with respect to a Purchased Receivable on the Seller date due and payable under the Servicer shall fail to timely comply Receivables Documentation with the terms of Section 16 of this Agreement. respect thereto; then, the Seller shall immediately deliver notice thereof to the Buyer andshall, at the time, in the manner and otherwise as hereinafter set forth, repurchase and pay for the Purchased Receivables then outstanding affected by such Event of Repurchase at Buyer's option and demand, to the extent that Buyer, in the case of a Purchased Foreign Receivable, is not entitled to receive payment with respect to such Purchased Receivable Foreign Receivables under the Insurance Policy; provided, however, -------- ------- that Seller shall not be obligated to repurchase Purchased Receivables under clause (d) to the extent that the aggregate repurchase price for Purchased Receivables repurchased pursuant to such clause would exceed the then Repurchase Limit, and Related Security (orin any case in which such non-payment of Purchase Receivables exceeds the Repurchase Limit, if the Buyer agrees in writingthen Buyer, the portion subject to Dispute), unless the Buyer agrees in writing in its sole discretion to retain such discretion, shall determine which Purchased ReceivableReceivables Seller repurchases. The repurchase price for a Purchased Receivable shall be the amount equal to the Outstanding Purchase Amount relating to such unpaid invoiced amount thereof plus unpaid interest accrued in accordance with the terms of the Receivables Documentation thereto through the repurchase date. The repurchase price of a Purchased Receivable at such time and repurchased by Seller pursuant to this section shall be paid to the Buyer’s Account Buyer in immediately available funds by no later than the next Weekly Settlement Date. Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security, such Purchased Receivable and Related Security shall hereby be, and be deemed to be, repurchased by the Seller from the Buyer without recourse to or warranty by the Buyer.

Events of Repurchase. If any of the following events (each, an “Event of Repurchase”) occurs with respect to a Purchased Receivable or Related Security: (i) any representation or warranty made by the Seller with respect to such Purchased Receivable or Related Security shall be materially inaccurate, incorrect or untrue on any date as of which it is made or deemed to be made; (ii) the Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Receivable Documentation and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof; (iii) the Seller or Servicer instructs the related Account Debtor to pay any amount with respect to such Purchased Receivable to an account other than the applicable Lock-Box Account or the Buyer’s Account;; or (iv) a Dispute has arisen with respect to any Purchased Receivable (it being understood that if a Receivable remains unpaid for thirty (30) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the relevant Account Debtor, a Dispute shall be deemed to have arisen with respect to such Receivable); or (v) the Seller and the Servicer shall fail to timely comply with the terms of Section 16 of this Agreement. then, the Seller shall immediately deliver notice thereof to the Buyer and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable and Related Security (or, if the Buyer agrees in writing, the portion subject to Dispute), unless the Buyer agrees in writing in its sole discretion to retain such Purchased Receivable. The repurchase price for a Purchased Receivable shall be the amount equal to the Outstanding Purchase Amount relating to such Purchased Receivable at such time and shall be paid to the Buyer’s Account in immediately available funds by no later than the next Weekly Settlement Date. Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security, such Purchased Receivable and Related Security shall hereby be, and be deemed to be, repurchased by the Seller from the Buyer without recourse to or warranty by the Buyer.

Events of Repurchase. If any of the following events (each, each an “Event of Repurchase”) occurs with respect to a Purchased Receivable or Related SecuritySeller and is continuing: (ia) any representation or warranty made by the such Seller hereunder with respect to such (i) any of the Purchased Receivable Receivables or Related Security shall be materially inaccurate, incorrect or untrue on any date as of which it is made or deemed to be made; (ii) the Insurance Policy, is incorrect in any material respect when made or deemed made and shall have an adverse effect on the ability to collect such Purchased Receivables; (b) such Seller or Servicer fails to perform or observe any other term, covenant or agreement contained herein with respect to such any of the Purchased Receivable set forth in any Transaction Document Receivables or any related Receivable Documentation the Insurance Policy and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on Receivables, whether from the Due Date thereofapplicable Approved Customers, the Insurer or otherwise; (iiic) the Seller or Servicer instructs the related Account Debtor to pay any amount payable with respect to such a Purchased Receivable of such Seller is reduced as a result of any discount, adjustment, offset, counterclaim, warranty issue or refusal of an Approved Customer to an account pay due to lack of performance of such Seller or of the product sold or other act or omission by such Seller or its authorized agents (other than the applicable Lock-Box Account a discount or the adjustment granted with Buyer’s Accountwritten approval); (ivd) a Dispute has arisen Buyer does not receive all amounts owing with respect to any a Purchased Receivable of such Seller within one hundred twenty (it being understood that if a Receivable remains unpaid for thirty (30120) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the Purchase Date therefor (other than in the case of any Eligible Long-Term Receivables, where payment must be received within a time period to be agreed upon by Buyer and the applicable Seller on or about the relevant Account DebtorPurchase Date, a Dispute shall be deemed to have arisen with respect to such Receivableif any); or (ve) the Seller and the Servicer shall fail to timely comply with the terms of Section 16 of this Agreement. Insurance Policy is cancelled, denied renewal or expires; then, the applicable Seller shall immediately deliver notice thereof to the Buyer andshall, at the time, in the manner and otherwise as hereinafter set forth, repurchase and pay for the Purchased Receivables then outstanding affected by such Event of Repurchase at Buyer’s option and demand, to the extent that Buyer is not entitled to receive payment with respect to such Purchased Receivable Receivables under, and Related Security (or, if in accordance with the Buyer agrees in writingclaims procedure set forth in, the portion subject Insurance Policy; provided, however, that the applicable Seller shall not be obligated to Dispute)repurchase Purchased Receivables under clause (d) to the extent that the aggregate repurchase price for Purchased Receivables repurchased pursuant to such clause would exceed the then Repurchase Limit, unless as defined in Exhibit “C”, and in any case in which such non-payment of Purchase Receivables exceeds the Buyer agrees in writing Repurchase Limit, then Buyer, in its sole discretion to retain discretion, shall determine which Purchased Receivables such Purchased ReceivableSeller repurchases. The repurchase price for a Purchased Receivable shall be the amount equal to the Outstanding Purchase Amount relating to such unpaid invoiced amount thereof. The repurchase price of a Purchased Receivable at such time and repurchased by a Seller pursuant to this section shall be paid to the Buyer’s Account Buyer in immediately available funds by no later than the next Weekly Settlement Date. Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security, such Purchased Receivable and Related Security shall hereby be, and be deemed to be, repurchased by the Seller from the Buyer without recourse to or warranty by the Buyer.

Events of Repurchase. If any of the following events (each, an “Event "Events of Repurchase”") occurs with respect to a Purchased Receivable or Related Securityshall occur and be continuing: (ia) any representation or warranty made or deemed made or repeated by the Seller in connection with this Agreement (other than those specified in subclause (c) below) shall prove to have been incorrect in any material respect to such Purchased Receivable or Related Security shall be materially inaccurate, incorrect or untrue on any date as of which it is when made or deemed made or repeated or Seller shall fail to be made;pay any amount payable by it under this Agreement when due; or (iib) the Seller or Servicer fails shall fail to perform or observe any other material term, covenant or agreement contained in this Agreement (other than those specified in subclause (d) below) or its part to be performed or observed, or (c) any representation or warranty made or deemed made or repeated by Seller in connection with respect Sections 6(d), (h) or (i) of this Agreement shall prove to such Purchased Receivable set forth have been incorrect in any Transaction Document material respect when made or any related Receivable Documentation and such failure deemed made or repeated or Seller shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof; (iii) the Seller or Servicer instructs the related Account Debtor fail to pay any amount with respect to such Purchased Receivable to an account other than the applicable Lock-Box Account or the Buyer’s Account; (iv) a Dispute has arisen with respect to any Purchased Receivable (payable by it being understood that if a Receivable remains unpaid for thirty (30) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the relevant Account Debtor, a Dispute shall be deemed to have arisen with respect to such Receivable)under this Agreement when due; or (vd) the Seller and the Servicer shall fail to timely comply with the terms of Section 16 perform or observe any other material term, covenant or agreement contained in Sections 7(c), (e), (f), (h) or (i) of this Agreement. Agreement or its part to be performed or observed, or (e) there is any material Dispute as to any Purchased Receivable; or (f) Buyer shall not have received payment in full of any Purchased Receivable within the time period required by the Purchased Receivable (i) from the account debtor or (ii) if such amount is payable under any Approved Insurance Policy, under an Approved Insurance Policy; then, the (i) in any such event listed in subclauses (a) and (b) Seller shall immediately deliver notice thereof to the Buyer andwill, at the time, in the manner and otherwise as hereinafter set forth, repurchase and pay for the Purchased Receivables then outstanding but only at the option and upon the demand of Buyer to the extent that Buyer has not received payment with respect to such Purchased Receivable Receivables whether from or on behalf of the Customer with respect thereto or under one or more Approved Insurance Policies; and Related Security (or, if ii) in the Buyer agrees events listed in writing, the portion subject to Disputesubclauses (c) through (f), unless Seller will, at the time, in the manner and otherwise as hereinafter set forth, repurchase and pay for the Purchased Receivable(s) to which such event relates at the option and upon the demand of Buyer agrees to the extent that Buyer has not received payment with respect to such Purchased Receivable(s) whether from or on behalf of the Customer with respect thereto or under one or more Approved Insurance Policies. Notwithstanding any other term hereof, (A) except as provided in writing subclause (B) of this sentence the aggregate amount of the payments made by Seller to Buyer as a result of an event listed in subclause (f) shall not exceed in the aggregate for all such events the sum of (i) five percent (5%) of the Net Invoice amount of the Purchased Receivable(s) on the Purchase Date for such Purchased Receivable, and (ii) five hundred thousand Dollars ($500,000) (such sum the "Repurchase Limit"), and in any case in which such non-payment of Purchased Receivable(s) exceeds the Repurchase Limit, then Buyer, in its sole discretion and absolute discretion, shall determine which particular Purchased Receivable(s) as to retain which an Event of Repurchase has occurred are to be repurchased and paid for by Seller in an amount not to exceed the Repurchase Limit; and (B) to the extent that any insurance company that has issued an Approved Insurance Policy fails to make payment under such Approved Insurance Policy for any reason (x) arising from (i) any failure of the Seller to perform any of its obligations under any Approved Insurance Policy, (ii) any material misstatement by the Seller in any communication by the Seller to the issuer of any Approved Insurance Policy, (iii) any other act or omission by the Seller in violation of any Approved Insurance Policy that results in the issuer of such Approved Insurance Policy failing to pay a claim thereunder or (iv) any exclusion under an Approved Insurance Policy that results from any event or action caused or under the control of Seller, and (y) such item in subclauses (i), (ii), (iii) or (iv) above constitutes a breach by Seller of any representation, warranty or covenant under this Agreement, then the Repurchase Limit shall not apply and the Buyer may require the Seller to repurchase each of the Purchased Receivables for which payment under an Approved Insurance Policy was not made for the reasons stated above. Such purchase shall be made at the time specified by Buyer at a repurchase price equal to the unpaid aggregate principal amount then outstanding plus unpaid interest and any other amount payable in accordance with the terms of such Purchased ReceivableReceivables accrued to the date of repurchase or with the terms of this Agreement. The repurchase price for a of the Purchased Receivable shall be the amount equal Receivables repurchased by Seller pursuant to the Outstanding Purchase Amount relating to such Purchased Receivable at such time and this article shall be paid to the Buyer’s Account in immediately available funds by no later than the next Weekly Settlement Date. Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security, such Purchased Receivable and Related Security shall hereby be, and be deemed to be, repurchased by the Seller from the Buyer without recourse to or warranty by Buyer. Upon any such repurchase, the BuyerBuyer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Purchased Receivable that is repurchased hereunder. Notwithstanding any other term hereof, in the case of the occurrence of an event listed in subclause (f), and to the extent that an insurance company that has issued an Approved Insurance Policy is declared bankrupt or insolvent and does not pay a claim as the result thereof, then Seller shall have no obligation to repurchase and pay for the Purchased Receivables to the extent such insurance company is obligated to pay such amount under such Approved Insurance Policy but has not done so as a result of its bankruptcy or insolvency.

Events of Repurchase. If any of the following events (each, an “Event of Repurchase”) occurs with respect to a Purchased Receivable or Related Security:Receivable: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (i) such Purchased Receivable was not an Eligible Receivable at the time of purchase; (ii) any other representation or warranty made by the Seller with respect pertaining to such Purchased Receivable deemed to have been made by a Seller pursuant to Section 1(e) in connection with Seller’s delivery or Related Security submission of the Purchase Request in which such Purchased Receivable was included shall be materially inaccurate, incorrect or untrue in any material respect on any the date as of which it is was made or deemed to be made; (ii) the Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Receivable Documentation and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof;; or (iii) the Seller an Adverse Claim or Servicer instructs the related Account Debtor to pay any amount with respect to such Purchased Receivable to an account other than the applicable Lock-Box Account or the Buyer’s Account; (iv) a Dispute has arisen with respect to any Purchased Receivable (it being understood that if a Receivable remains unpaid for thirty (30) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the relevant Account Debtor, a Dispute shall be deemed to have arisen with respect to such Receivable); or (v) the Seller and the Servicer shall fail to timely comply with the terms of Section 16 of this Agreement. then, the applicable Seller shall immediately deliver notice thereof to the Buyer Administrative Agent within five (5) days of becoming aware of the Event of Repurchase and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable and Related Security (or, if the Buyer agrees in writing, the portion Account Debtor related to such Purchased Receivable is subject to an Insolvency Event, then with respect to an Event of Repurchase caused by a Dispute), unless the Buyer agrees in writing in its sole discretion to retain instead of repurchasing such Purchased Receivable, the applicable Seller shall instead make a Deemed Collection payment in the disputed portion and the Buyers will convey back to the Sellers all of their right, title and interest in such disputed portion) at the Administrative Agent’s option and demand. The repurchase price for a Purchased Receivable shall (provided that the Outstanding Purchase Amount is greater than zero) be the amount equal to the Outstanding Purchase Amount relating to such Purchased Receivable (or, if applicable, a proportionate part thereof) at such time and shall be paid to the BuyerAdministrative Agent’s Account in immediately available funds on the first Settlement Date following demand therefor by no later than the next Weekly Settlement DateAdministrative Agent; provided, that for purposes of recalculating such repurchase price, any reductions to the Outstanding Purchase Amount pursuant to Section 5(h)(iii) shall be disregarded. Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security(or portion), such Purchased Receivable and Related Security (or portion) shall hereby be, and be deemed to be, repurchased by the such Seller from the Buyer Buyers without recourse to or warranty by the BuyerBuyers, whereupon such Purchased Receivable shall no longer be deemed a Purchased Receivable (or portion) and the Buyers shall have no further right, title or interest in or to such Purchased Receivable (or portion).