Mandatory Repurchase Under Certain Circumstances. (a) The Seller shall promptly repurchase from the Buyer all of the Historical Advances for a repurchase price equal to the aggregate Outstanding Balance of all of the Historical Advances, if, at any time, the Buyer shall cease to have a perfected ownership interest in all of the Historical Advances purchased hereunder, free and clear of any Lien imposed by or in respect of Seller, or if any of the representations or warranties made by the Seller in Sections 3.1(b), (c), (f) and (i) prove to have been false or misleading in any material respect as of the date on which they were made, except that, with respect to the representations and warranties in Section 3.1(f), Seller shall be obligated to repurchase the Historical Advances as provided herein only if the failure of such representation and warranty results in any Form UCC-1 filed with respect to the Historical Advances not having been filed in a location effective to perfect a security interest (with respect to general intangibles) against the Seller under the Relevant UCC.
Mandatory Repurchase Under Certain Circumstances. The Originator agrees to repurchase from the Buyer or its assignee each Purchased Asset if at any time the Buyer shall cease to have a perfected ownership interest, or a first priority perfected security interest, in the Receivables, free and clear of any Lien (except for (x) any adverse claim with respect to a Receivable the Obligor of which is a Governmental Obligor, (y) the Lien arising in connection with this Agreement, and (z) any Permitted Liens which are in an aggregate dollar amount that is determined by the Administrative Agent, in its sole discretion, to be de minimis), within five days of notice -- ------- thereof by the Buyer. The repurchase price shall be paid by the Originator to the Buyer on such fifth day in an amount equal to the Repurchase Amount.
Mandatory Repurchase Under Certain Circumstances. Each Originator agrees to repurchase from Flowers any Receivable sold and/or Distributed by such Originator to Flowers hereunder if at any time Flowers shall cease to have a perfected ownership interest in such Receivable, free and clear of any Lien (other than Permitted Liens), within five (5) Business Days of notice thereof to the Originators by Flowers or Rabobank on its behalf. The repurchase price (the “Repurchase Price”) shall equal the aggregate Face Amount of any such Receivables and shall be paid by such Originator by deposit to a Collection Account, provided if no Event of Default has occurred and is continuing, such Originator may, at its option, pay such repurchase price by reducing the Purchase Price payable by Flowers on the date when such repurchase price is due for Receivables being purchased from such Originator on such date. Any repurchase price paid by such Originator pursuant to this Section 2.04 shall be treated as Collections.
Mandatory Repurchase Under Certain Circumstances. (a) The Seller shall promptly repurchase from the Buyer all of the Receivables for a repurchase price equal to the aggregate Outstanding Balance of all of the Receivables, if, at any time, the Buyer or Fairbanks Funding shall cease to have a perfected ownership interest in all of the Receivables purchased hereunder, free and clear of any Lien imposed by or in respect of Seller, or if any of the representations or warranties made by the Seller in this Agreement (other than the representations and warranties set forth in Section 3.2 of this Agreement, the breach of which shall constitute a Repurchase Event) prove to have been false or misleading in any material respect as of the date on which they were made.
Mandatory Repurchase Under Certain Circumstances. (a) The Seller agrees to repurchase from the Administrative Agent (as agent for the Owners) each Eligible Loan if at any time the Administrative Agent, on behalf of the Owners, shall cease to have a perfected ownership interest, or a first priority perfected security interest, in such Eligible Loan, free and clear of any Lien (except as provided herein), within five days of notice thereof by the Administrative Agent. The Repurchase Price shall be paid by the Seller to the Administrative Agent for deposit to the Collateral Account for application in reduction of the Net Investment. The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof.
Mandatory Repurchase Under Certain Circumstances. (a) The Seller agrees to repurchase from the Administrative Agent (as agent for the Owners) the Purchased Interest in any Receivable if (i) at any time the Administrative Agent, on behalf of the Owners, shall cease to have a perfected ownership interest, or a first priority perfected security interest, in such Receivable, free and clear of any Lien (except as provided herein) or (ii) any representation or warranty made in connection with this Agreement shall prove to be, or have been, false as of the time made, within five days of notice thereof by the Administrative Agent. The Seller shall pay the repurchase price in an amount equal to the Outstanding Balance of such Receivable to the Administrative Agent for distribution to the Owners in accordance with Section 2.08(f) or 2.09 hereof.
Mandatory Repurchase Under Certain Circumstances. The Seller agrees to repurchase from the Administrative Agent (as agent for the Owners) the Purchased Interest if at any time the Administrative Agent, on behalf of the Owners, shall cease to have a perfected ownership interest, or a first priority perfected security interest, in the Receivables, free and clear of any Lien (except for (w) any adverse claim with respect to a Receivable the Obligor of which is a Governmental Obligor, (x) the Lien arising in connection with this Agreement, (y) the second priority Lien in favor of Morgan Guaranty Trust Company of New York, as security agent for xxx Xxedit Providers, described in the Amended and Restated Intercreditor Agreement and (z) any Permitted Liens which are in an aggregate dollar amount that is determined by the Administrative Agent, in its sole discretion, to be de minimis), within five days of notice thereof by the Administrative Agent. The repurchase price shall be paid by the Seller to the Administrative Agent for distribution to the Owners on such fifth day in an amount equal to the Net Investment and the Aggregate Unpaids.
Mandatory Repurchase Under Certain Circumstances. The Seller agrees to repurchase from the Administrative Agent (as agent for the Owners) the Purchased Interest if at any time the Administrative Agent, on behalf of the Owners, shall cease to have a perfected ownership interest, or a first priority perfected security interest, in the Receivables, free and clear of any Lien (except for (w) any adverse claim with respect to a Receivable the Obligor of which is a Governmental Obligor, (x) the Lien arising in connection with this Agreement, and (y) any Permitted Liens which are in an aggregate dollar amount that is determined by the Administrative Agent, in its sole discretion, to be de minimis), within five days of notice thereof by the -- ------- Administrative Agent. The repurchase price shall be paid by the Seller to the Administrative Agent for distribution to the Owners on such fifth day in an amount equal to the Net Investment and the Aggregate Unpaids.
Mandatory Repurchase Under Certain Circumstances. 10 Section 2.05. Payments and Computations, Etc. 10 Section 2.06. Taxes. 10 ARTICLE III. CLOSING PROCEDURES 11 Section 3.01. Conditions to Closing. 11 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 11
Mandatory Repurchase Under Certain Circumstances. The Originator agrees to repurchase from the Buyer any Receivable included in the Purchased Assets if at any time the Buyer shall cease to have a perfected ownership interest in such Receivable, free and clear of any Adverse Claim arising through the Originator or its Affiliates other than the Buyer (except as otherwise provided herein), within five (5) Business Days of notice thereof to the Originator by the Buyer or the Administrative Agent. The repurchase price shall equal the aggregate Outstanding Balance of any such Receivable and shall be paid by the Originator on the date of such repurchase (and in any event within five (5) Business Days following such notice) by deposit of immediately available funds to the Lockbox Account; provided that, so long as no Termination Event has occurred and is continuing and to the extent that the Aggregate Funded Purchase Price is less than the Maximum Aggregate Funded Purchase Price, the Originator may, at its option, instead provide the Buyer with a credit therefor against future payments of Buyer Purchase Price. Any amounts deposited into the Collection Account by the Originator pursuant to this Section 2.04 shall be treated as Collections of the affected Receivables.
