Common use of First Right of Refusal Clause in Contracts

First Right of Refusal. (i) As soon as practical after the Termination Date of the Trust, the Manager directs the Trustee to offer (by written notice to the Approved Seller) irrevocably to extinguish in favour of the Approved Seller, or if the Trustee has perfected its title, to assign to the Approved Seller, its entire right, title and interest in and to the Purchased Receivables, and related Receivable Rights (if any) in consideration of the payment to the Trustee by the Approved Seller in relation to the Trust of: (A) in the case of performing Purchased Receivables, the Unpaid Balance of the relevant Purchased Receivables; and (B) in the case of non-performing Purchased Receivables, their Fair Market Value. In each case, the Servicer, in consultation with the Trustee, is to determine whether a Receivable is performing or non-performing. (ii) The Approved Seller cannot accept the offer if the Fair Market Value of relevant Purchased Receivables is less than the Unpaid Balance without the approval of an Extraordinary Resolution. Any purported acceptance without that approval will be ineffective. (iii) During the 180 day period after the Termination Date of a Trust, the Trustee must not, and the Manager must not direct the Trustee, sell any Receivables and the related Receivable Rights for an amount less than: (A) in the case of performing Receivables, their Unpaid Balance; or (B) in the case of non-performing Receivables, their Fair Market Value. (iv) The Approved Seller may accept or reject that offer in its discretion. (v) The Trustee will not sell or deal with the relevant Purchased Receivables and related Receivable Rights except in accordance with paragraph (c)(i) unless the Approved Seller has failed to accept the offer referred to in paragraph (c)(i) within 180 days after the occurrence of the Termination Date of the Trust by paying to the Trustee, within 180 days after the occurrence of the Termination Date of the Trust, the purchase price referred to in paragraph (c)(i) for all of those Purchased Receivables and related Receivable Rights.

First Right of Refusal. (i) As soon as practical after the Termination Date of the Trust, the Trust Manager directs the Trustee to offer (by written notice to the Approved Seller) irrevocably to extinguish in favour of the Approved Seller, or if the Trustee has perfected its title, to assign to the Approved Seller, its entire right, title and interest in and to the Purchased Receivables, and related Receivable Rights (if any) in consideration of the payment to the Trustee by the Approved Seller in relation to the Trust of: (A) in the case of performing Purchased Receivables, the Unpaid Balance of the relevant Purchased Receivables; and (B) in the case of non-performing Purchased Receivables, their Fair Market Value. In each case, the Servicer, in consultation with the Trustee, Servicer is to determine whether a Receivable is performing or non-performing. (ii) The Approved Seller cannot accept the offer if the Fair Market Value of relevant Purchased Receivables is less than the Unpaid Balance without the approval of an Extraordinary Resolution. Any purported acceptance without that approval will be ineffective. (iii) During the 180 day period after the Termination Date of a Trust, the Trustee must not, and the Manager must not direct the Trustee, sell any Receivables and the related Receivable Rights for an amount less than: (A) in the case of performing Receivables, their Unpaid Balance; or (B) in the case of non-performing Receivables, their Fair Market Value. (iv) The Approved Seller may accept or reject that offer in its discretion. (v) The Trustee will not sell or deal with the relevant Purchased Receivables and related Receivable Rights except in accordance with paragraph (c)(i) unless the Approved Seller has failed to accept the offer referred to in paragraph (c)(i) within 180 days after the occurrence of the Sale Termination Date of the Trust by paying to the Trustee, within 180 days after the occurrence of the Termination Date of the Trustdays, the purchase price referred to in paragraph (c)(i) for all of those Purchased Receivables and related Receivable Rights.