Common use of Ineligible Receivables Clause in Contracts

Ineligible Receivables. The Seller agrees to repurchase on each Settlement Date, and the Purchasers agree to sell to the Seller on such date and in accordance with the terms hereof, any Purchased Receivable if such Receivable is (i) an Ineligible Receivable, (ii) an Existing Certified Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the Certified Opinion Delivery Date (x) an opinion of foreign counsel satisfying the requirements of subsection 2.27(c) or (y) evidence of the filings, if any, referred to in subsection 6.1(n)(i) or (iii) an Existing Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the FAA Filing Date evidence of the filings, if any, referred to in subsection 6.1(n)(ii) provided that, during the Amortization Period, the Purchasers, by unanimous consent, in their sole discretion may choose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to the Seller. The Seller shall make such repurchase on the Settlement Date first succeeding the earlier of (x) the date on which the Seller becomes aware of facts and circumstances giving rise to such event of ineligibility or (y) the date on which the Managing Facility Agent notifies the Seller that such event of ineligibility has occurred and is continuing. Subject to subsections 2.13 and 2.15(b), the Seller shall make such repurchase by depositing in the Concentration Account cash in an amount equal to the Repurchase Price for such Ineligible Receivable at the date such deposit is made, except to the extent (without duplication) of any payment made pursuant to subsection 2.18, for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. The amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16. Except as provided in subsection 9.1, the sole obligation of the Seller with respect to an Ineligible Receivable of the type described in clause (i) of this subsection 2.11 shall be the requirement to repurchase or substitute for such Receivable pursuant to this subsection 2.11 or subsection 2.13, respectively.

Ineligible Receivables. The Each RPA Seller agrees that all representations ---------------------- and warranties made by it with respect to any Account or Receivable pursuant to Section 4.1 and 4.2 of the Amended and Restated Receivables Purchase Agreement ----------- --- dated as of December 13, 1994 shall be deemed for all purposes to have been made pursuant to this Agreement as of the day when each was made or deemed made, as if this Agreement had been in effect on that day. Except as hereinafter provided, in the event of a breach by an RPA Seller of any representation and warranty of such RPA Seller set forth in Section 4.1(1), within 60 days (or with -------------- the prior written consent of Buyer, such longer period specified in such consent) of the earlier to occur of the discovery of such breach by such RPA Seller, or receipt by such RPA Seller of written notice of such breach given by Buyer, such RPA Seller shall repurchase on each Settlement Dateand Buyer shall convey, without recourse, representation, or warranty, all of Buyer's right, title, and the Purchasers agree interest in each Principal Receivable to sell to the Seller which such breach relates (an "Ineligible ---------- Receivable") on such date and in accordance with the terms hereofand conditions set forth below; provided, however, ---------- -------- ------- that no such repurchase shall be required to be made with respect to such Ineligible Receivable if, on any Purchased Receivable if day within such Receivable is 60-day period (or such longer period as may be specified in the consent), either (i) an the representations and warranties of such RPA Seller in the second sentence of Section 4.1(1) with -------------- respect to such Ineligible ReceivableReceivable shall then be true and correct in all material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been conveyed to Buyer on such day, or (ii) an Existing Certified Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the Certified Opinion Delivery Date (x) an opinion of foreign counsel satisfying the requirements of subsection 2.27(c) or (y) evidence of the filings, if any, referred to in subsection 6.1(n)(i) or (iii) an Existing Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the FAA Filing Date evidence of the filings, if any, referred to in subsection 6.1(n)(ii) provided that, during the Amortization Period, the Purchasers, by unanimous consent, in their sole discretion may choose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to the Seller. The Seller shall make such repurchase on the Settlement Date first succeeding the earlier of (x) the date on which the Seller becomes aware of facts and circumstances giving rise to such event of ineligibility or (y) the date on which the Managing Facility Agent notifies the Seller that such event of ineligibility has occurred and is continuing. Subject to subsections 2.13 and 2.15(b), the Seller shall make such repurchase by depositing in the Concentration Account cash in an amount equal to the Repurchase Price for such Ineligible Receivable at the date such deposit is made, except to the extent (without duplication) of any payment made pursuant to subsection 2.18, for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. The aggregate amount of Ineligible Receivables outstanding at any such deposit shall be applied time and distributed in accordance with subsections 2.15 and 2.16. Except as provided in subsection 9.1, the sole obligation of the Seller with respect to which such representations and warranties continue to be incorrect in any material respect does not in the sole reasonable judgment of an Ineligible Receivable officer of Buyer have a material adverse effect on the interest of the type described Issuer in clause (i) the Receivables as a whole, including the ability of this subsection 2.11 shall be the requirement Servicer in its sole reasonable judgment to repurchase or substitute for such Receivable pursuant to this subsection 2.11 or subsection 2.13, respectively.collect the Receivables. Notwithstanding anything contained in this

Ineligible Receivables. The Except as hereinafter provided, in the ---------------------- event of a breach by a Seller agrees of any representation and warranty of such Seller set forth in subsection 4.1(1) hereof, within 60 days (or with the prior written consent of Buyer, such longer period specified in such consent) of the earlier to occur of the discovery of such breach by such Seller, or receipt by such Seller of written notice of such breach given by Buyer, such Seller shall repurchase on each Settlement Dateand Buyer shall convey, without recourse, representation, or warranty, all of Buyer's right, title, and the Purchasers agree interest in each Principal Receivable to sell to the Seller which such breach relates (an "Ineligible Receivable") on such date and in accordance with the terms hereofand conditions set forth below; provided, however, that no such repurchase shall be required to be made with respect to such Ineligible Receivable if, on any Purchased Receivable if day within such Receivable is 60 day period (or such longer period as may be specified in the consent), either (i) an the representations and warranties of such Seller in the second sentence of subsection 4.1(l) with respect to such Ineligible ReceivableReceivable shall then be true and correct in all material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been conveyed to Buyer on such day, or (ii) the aggregate amount of Ineligible Receivables outstanding at any time and with respect to which such representations and warranties continue to be incorrect in any material respect does not in the sole reasonable judgment of an Existing Certified Receivable officer of Buyer have a material adverse effect on the interest of the Trust in respect the Receivables as a whole, including the ability of which the Old Administrative Agent shall not have received on or prior Servicer in its sole reasonable judgment to collect the Receivables. Notwithstanding anything contained in this subsection 6.1(a) to the Certified Opinion Delivery Date contrary, in the event of breach of any representation and warranty of a Seller set forth in subsection 4.1(l) hereof with respect to (x) each Receivable existing as of the Closing Date or an opinion of foreign counsel satisfying the requirements of subsection 2.27(c) or Addition Date, as applicable, and (y) evidence each new Receivable acquired by Buyer hereunder, having been conveyed to Buyer free and clear of any Lien of any Person claiming through or under such Seller and its Affiliates and in compliance in all material respects with all Requirements of Law applicable to such Seller, immediately upon the earlier to occur of the filingsdiscovery of such breach by such Seller, if anyor receipt by such Seller of written notice of such breach given by Buyer, referred to in subsection 6.1(n)(i) or (iii) an Existing Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the FAA Filing Date evidence of the filings, if any, referred to in subsection 6.1(n)(ii) provided that, during the Amortization Period, the Purchasers, by unanimous consent, in their sole discretion may choose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to the Seller. The such Seller shall make such repurchase on the Settlement Date first succeeding the earlier and Buyer shall convey, without recourse, representation or warranty, all of (x) the date on which the Seller becomes aware of facts Buyer's right, title and circumstances giving rise to such event of ineligibility or (y) the date on which the Managing Facility Agent notifies the Seller that such event of ineligibility has occurred and is continuing. Subject to subsections 2.13 and 2.15(b), the Seller shall make such repurchase by depositing interest in the Concentration Account cash in an amount equal to the Repurchase Price for such each Ineligible Receivable at the date affected by such deposit is made, except to the extent (without duplication) of any payment made pursuant to subsection 2.18, for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. The amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16. Except as provided in subsection 9.1, the sole obligation of the Seller with respect to an Ineligible Receivable of the type described in clause (i) of this subsection 2.11 shall be the requirement to repurchase or substitute for such Receivable pursuant to this subsection 2.11 or subsection 2.13, respectivelybreach.

Ineligible Receivables. The Seller agrees to repurchase on each Settlement Date, and the Purchasers agree to sell to the Seller on such date and in accordance with the terms hereof, any If a Purchased Receivable if such Receivable is (i) becomes, an Ineligible Receivable, (ii) an Existing Certified Receivable in respect the Provider shall cure such breach within five days of which the Old Administrative Agent shall not have received on or prior to the Certified Opinion Delivery Date (x) an opinion of foreign counsel satisfying the requirements of subsection 2.27(c) or (y) evidence of the filings, if any, referred to in subsection 6.1(n)(i) or (iii) an Existing Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the FAA Filing Date evidence of the filings, if any, referred to in subsection 6.1(n)(ii) provided that, during the Amortization Period, the Purchasers, by unanimous consent, in their sole discretion may choose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to the Seller. The Seller shall make such repurchase on the Settlement Date first succeeding the earlier of notification to, or discovery by, the Provider of the breach. If such breach is not so cured, within seven days of the original notification or discovery of the breach, the Provider shall substitute for the Ineligible Receivables one or more other Eligible Receivable (x"Substitute Receivable") (and the date on which the Seller becomes aware of facts and circumstances giving rise Provider shall deliver to Purchaser an executed Assignment relating to such Receivable together with the Purchased Receivable File with respect to each such Receivable). The aggregate Warranted Collection Value of the Substitute Receivable shall be equal to or greater than that of the Ineligible Receivable. Upon substitution, each Substitute Receivable shall be treated as the Purchased Receivable it replaced for all purposes. In the event of ineligibility or (y) that sufficient Substitute Receivables are not provided by the date on which the Managing Facility Agent notifies the Seller that Provider within such event of ineligibility has occurred and is continuing. Subject to subsections 2.13 and 2.15(b)time, the Seller Provider, upon demand, shall make repurchase such Ineligible Receivable (which upon repurchase by depositing in shall become a "Repurchased Receivable") from Purchaser at a repurchase price (the Concentration Account cash in an amount "Repurchased Price") equal to the Outstanding Purchase Amount with respect to such Ineligible Receivable, plus interest calculated at 14% per annum since the Purchase Date Upon remittance of the Repurchase Price, Purchaser shall reassign the Ineligible Receivable to the Provider free and clear of any liens and encumbrances arising by, through or under Purchaser or its assigns without any representation, warranty or recourse whatsoever, and Purchaser shall execute such documents as are appropriate as are requested by Provider in connection thereto. In addition to all other rights and remedies available to Purchaser at law or in equity, Purchaser may offset against any amounts it owes the Provider under this Agreement any amounts due Purchaser with respect to a Repurchased Receivable. If after receipt of all or any part of the Repurchase Price for any Repurchased Receivable, Purchaser is compelled to surrender such Ineligible Receivable at payment to any person or entity because such payment is determined to be void or voidable as a preference, impermissible set off, or a diversion of trust funds, this Agreement shall continue in full force and the date Provider shall be liable to Purchaser for, and shall indemnify and hold Purchaser harmless for, the amount of such deposit is made, except to the extent (without duplication) of any payment made pursuant to subsection 2.18, for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contractsurrendered. The amount provisions of this Section 2.07 shall be and remain effective notwithstanding any contrary action which may have been taken by Purchaser in reliance upon such payment, and any such deposit contrary action so taken shall be applied without prejudice to Purchaser's rights under this Agreement and distributed in accordance with subsections 2.15 shall be deemed to have been conditioned upon such payment having become final and 2.16irrevocable. Except as provided in subsection 9.1, the sole obligation of the Seller with respect to an Ineligible Receivable of the type described in clause (i) The provisions of this subsection 2.11 Section 2.07 shall be survive the requirement to repurchase or substitute for such Receivable pursuant to termination of this subsection 2.11 or subsection 2.13, respectivelyAgreement.

Ineligible Receivables. The Seller agrees to repurchase ---------------------- on each Settlement Date, and the Purchasers agree to sell to the Seller on such date and in accordance with the terms hereof, any Purchased Receivable if such Receivable is (i) an Ineligible Receivable, (ii) an Existing Certified Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the Certified Opinion Delivery Date (x) an opinion of foreign counsel satisfying the requirements of subsection 2.27(c) or (y) evidence of the filings, if any, referred to in subsection 6.1(n)(i) or (iii) an Existing Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the FAA Filing Date evidence of the filings, if any, referred to in subsection 6.1(n)(ii) provided that, during the Amortization -------- Period, the Purchasers, by unanimous consent, in their sole discretion may choose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to the Seller. The Seller shall make such repurchase on the Settlement Date first succeeding the earlier of (x) the date on which the Seller becomes aware of facts and circumstances giving rise to such event of ineligibility or (y) the date on which the Managing Facility Agent notifies the Seller that such event of ineligibility has occurred and is continuing. Subject to subsections 2.13 and 2.15(b), the Seller shall make such repurchase by depositing in the Concentration Account cash in an amount equal to the Repurchase Price for such Ineligible Receivable at the date such deposit is made, except to the extent (without duplication) of any payment made pursuant to subsection 2.18, for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. The amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16. Except as provided in subsection 9.1, the sole obligation of the Seller with respect to an Ineligible Receivable of the type described in clause (i) of this subsection 2.11 shall be the requirement to repurchase or substitute for such Receivable pursuant to this subsection 2.11 or subsection 2.13, respectively.

Ineligible Receivables. The Each RPA Seller agrees that all ---------------------- representations and warranties made by it with respect to any Account or Receivable pursuant to Section 4.1 and 4.2 of the Amended and Restated ----------- --- Receivables Purchase Agreement dated as of December 13, 1994 shall be deemed for all purposes to have been made pursuant to this Agreement as of the day when each was made or deemed made, as if this Agreement had been in effect on that day. Except as hereinafter provided, in the event of a breach by an RPA Seller of any representation and warranty of such RPA Seller set forth in Section ------- 4.1(1), within 60 days (or with the prior written consent of Buyer, such longer ------ period specified in such consent) of the earlier to occur of the discovery of such breach by such RPA Seller, or receipt by such RPA Seller of written notice of such breach given by Buyer, such RPA Seller shall repurchase on each Settlement Dateand Buyer shall convey, without recourse, representation, or warranty, all of Buyer's right, title, and the Purchasers agree interest in each Principal Receivable to sell to the Seller which such breach relates (an "Ineligible Receivable") on such date and in accordance with the terms hereofand conditions set forth below; --------------------- provided, however, that no such repurchase shall be required to be made with -------- ------- respect to such Ineligible Receivable if, on any Purchased Receivable if day within such Receivable is 60-day period (or such longer period as may be specified in the consent), either (i) an the representations and warranties of such RPA Seller in the second sentence of Section 4.1(1) with respect to such Ineligible ReceivableReceivable shall then be true and -------------- correct in all -16- material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been conveyed to Buyer on such day, or (ii) the aggregate amount of Ineligible Receivables outstanding at any time and with respect to which such representations and warranties continue to be incorrect in any material respect does not in the sole reasonable judgment of an Existing Certified Receivable officer of Buyer have a material adverse effect on the interest of the Issuer in respect the Receivables as a whole, including the ability of which the Old Administrative Agent shall not have received on or prior Servicer in its sole reasonable judgment to collect the Receivables. Notwithstanding anything contained in this Section 6.1(a) to the Certified Opinion Delivery Date contrary, in the event of breach of any -------------- representation and warranty of an RPA Seller set forth in Section 4.1(1) with -------------- respect to (x) each Receivable existing as of the SMT Termination Date or an opinion of foreign counsel satisfying the requirements of subsection 2.27(c) or Addition Date, as applicable, and (y) evidence each new Receivable acquired by Buyer hereunder, having been conveyed to Buyer free and clear of any Lien of any Person claiming through or under such RPA Seller and its Affiliates and in compliance in all material respects with all Requirements of Law applicable to such RPA Seller, immediately upon the earlier to occur of the filingsdiscovery of such breach by such RPA Seller, if anyor receipt by such RPA Seller of written notice of such breach given by Buyer, referred to in subsection 6.1(n)(i) or (iii) an Existing Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the FAA Filing Date evidence of the filings, if any, referred to in subsection 6.1(n)(ii) provided that, during the Amortization Period, the Purchasers, by unanimous consent, in their sole discretion may choose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to the Seller. The such RPA Seller shall make such repurchase on the Settlement Date first succeeding the earlier and Buyer shall convey, without recourse, representation or warranty, all of (x) the date on which the Seller becomes aware of facts Buyer's right, title and circumstances giving rise to such event of ineligibility or (y) the date on which the Managing Facility Agent notifies the Seller that such event of ineligibility has occurred and is continuing. Subject to subsections 2.13 and 2.15(b), the Seller shall make such repurchase by depositing interest in the Concentration Account cash in an amount equal to the Repurchase Price for such each Ineligible Receivable at the date affected by such deposit is made, except to the extent (without duplication) of any payment made pursuant to subsection 2.18, for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. The amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16. Except as provided in subsection 9.1, the sole obligation of the Seller with respect to an Ineligible Receivable of the type described in clause (i) of this subsection 2.11 shall be the requirement to repurchase or substitute for such Receivable pursuant to this subsection 2.11 or subsection 2.13, respectivelybreach.