Common use of Procedure for Purchase Clause in Contracts

Procedure for Purchase. At any time and from time to time until the termination of this Agreement, the Buyer may request the Purchasing Agent (i) to solicit from Dealers offers to sell to Buyer Qualified Contracts and Qualified Contract Pools, or (ii) to offer to sell to Buyer Qualified Contract and Qualified Contract Pools, from the portfolio of Contracts owned by Purchasing Agent, which portfolio may include Contracts purchased by Purchasing Agent from affiliates of Sovereign. Purchasing Agent shall be obligated to use reasonable efforts to solicit from Dealers offers to sell to Buyer Qualified Contracts and Qualified Contract Pools as soon as practicable following any such request by the Company. In addition, in deciding whether to offer to sell Qualified Contracts to the Buyer or any other purchaser who is affiliated or not affiliated with the Purchasing Agent and for whom Purchasing Agent is also purchasing Contracts, the Purchasing Agent shall select such Contracts from the Qualified Contracts that are or become available for purchase, such selection to be based upon the respective periods of time the purchasing entities have been in existence, the cost of the available Contracts, the amount of their unexpended funds and the need to diversify their holdings; provided, however, that Purchasing Agent shall give priority to purchases on behalf of the limited purpose, securitization subsidiaries of Sovereign (whether of Sovereign Credit Corporation or its parent, Sovereign Credit Holdings, Inc.), including Buyer, over purchases on behalf of Sovereign or Purchasing Agent. Purchasing Agent reserves the right to offer to sell Qualified Contract Pools to the parties for which it purchases Contracts on any other basis that it deems to be equitable. The Buyer shall be obligated to purchase from Dealers through the Purchasing Agent or from the Purchasing Agent or Sovereign affiliates any Contracts properly offered for sale to it, in accordance with the terms of this Agreement, up to a maximum aggregate Purchase Price that may be specified by the Buyer in its request, if such Contracts constitute Qualified Contracts and/or Qualified Contract Pools. Payment of the purchase price by Buyer shall be made at the time of the sale to Buyer from Purchasing Agent or Dealer or the purchase by Purchasing Agent on Buyer's behalf of each Purchased Contract. At all times during the term of this Agreement, Buyer shall retain the right to audit any or all Purchased Contracts and/or Purchased Contract Pools for adherence to the terms and conditions of this Agreement. Purchasing Agent shall cooperate in all material respects with the audit of such Purchased Contracts and/or Purchased Contract Pools. Buyer shall reimburse Purchasing Agent for all third-party audit costs related hereto. Buyer shall at all times have the right to sell to Purchasing Agent, and receive a repurchase price equal to the product of remaining unpaid installments on the Contract, times the ratio of the Buyer's original Purchase Price to the aggregate unpaid installments on the date of Buyer's original purchase, any and all Purchased Contracts that are sold to Buyer that do not meet the terms and conditions set forth in this Agreement.

Procedure for Purchase. At any time and from time to time until the termination of this Agreement, the Buyer may request the Purchasing Acquisition Agent (i) to solicit from Dealers offers to sell to Buyer Qualified Contracts and Qualified Contract Poolsvehicles eligible to become Leased Vehicles, or (ii) to offer solicit persons to sell become Obligors under Contracts, and (iii) to Buyer Qualified Contract do the work needed to negotiate and Qualified Contract Pools, from the portfolio originate Contracts for and on behalf of Contracts owned by Purchasing Agent, which portfolio may include Contracts purchased by Purchasing Agent from affiliates of SovereignBuyer. Purchasing Acquisition Agent shall be obligated to use reasonable efforts to solicit from Dealers offers to sell to perform those functions on behalf of Buyer Qualified Contracts and Qualified Contract Pools as soon as practicable following any such request by the CompanyBuyer. In addition, in deciding whether to offer to sell Qualified Contracts to the Buyer or any other purchaser who is affiliated or not affiliated with the Purchasing Agent and for whom Purchasing Agent is also purchasing Contracts, the Purchasing Agent shall select such Contracts from the Qualified Contracts that are or become available for purchase, such selection to be based upon the respective periods of time the purchasing entities have been in existence, the cost of the available Contracts, the amount of their unexpended funds and the need to diversify their holdings; provided, however, that Purchasing Agent shall give priority to purchases on behalf of the limited purpose, securitization subsidiaries of Sovereign (whether of Sovereign Credit Corporation or its parent, Sovereign Credit Holdings, Inc.), including Buyer, over purchases on behalf of Sovereign or Purchasing Agent. Purchasing Agent reserves the right to offer to sell Qualified Contract Pools to the parties for which it purchases Contracts on any other basis that it deems to be equitable. The Buyer shall be obligated to purchase vehicles eligible to become Leased Vehicles from Dealers through the Purchasing Agent or from the Purchasing Agent or Sovereign affiliates any Contracts properly offered for sale to itAcquisition Agent, in accordance with the terms of this Agreement, up to a maximum aggregate Purchase Price of any dollar amount that may be specified by the Buyer in its request, if such Contracts constitute Qualified Contracts and/or Qualified Contract Pools. Payment of the purchase price by Buyer shall be made at the time of the sale to Buyer from Purchasing Agent or Dealer or the purchase by Purchasing Acquisition Agent on Buyer's behalf of each Purchased ContractLeased Vehicle. At all times during the term of this Agreement, Buyer shall retain the right to audit any or all Purchased Contracts and/or Purchased Contract Pools for adherence to the terms and conditions of this Agreement. Purchasing Acquisition Agent shall cooperate in all material respects with 2 3 the audit of such Purchased Contracts and/or Purchased Contract PoolsContracts. Within ninety (90) days following the end of each calendar year, Acquisition Agent shall supply a compliance letter from its independent certified public accounting firm stating that purchasing activities and transactions covered under this Agreement were performed in all material respects in accordance with its terms and conditions. Buyer shall reimburse Purchasing Agent for all third-party audit costs related hereto. Buyer shall at all times have the right to sell to Purchasing be reimbursed by Acquisition Agent, and receive a repurchase price equal to the product Buyer's original purchase price less any lease payments made on such Contract after the Buyer's acquisition of remaining unpaid installments on the Contract, times the ratio of the Buyer's original Purchase Price to the aggregate unpaid installments on the date of Buyer's original purchase, for any and all Purchased Contracts that are sold to Buyer that do not meet the terms and conditions set forth in this Agreement.

Procedure for Purchase. At any time and from time to time until the termination of this Agreement, the Buyer may request the Purchasing Acquisition Agent (i) to solicit from Dealers offers to sell to Buyer Qualified Contracts and Qualified Contract Poolsvehicles eligible to become Leased Vehicles, or (ii) to offer solicit persons to sell become Obligors under Contracts, and (iii) to Buyer Qualified Contract do the work needed to negotiate and Qualified Contract Pools, from the portfolio originate Contracts for and on behalf of Contracts owned by Purchasing Agent, which portfolio may include Contracts purchased by Purchasing Agent from affiliates of SovereignBuyer. Purchasing Acquisition Agent shall be obligated to use reasonable efforts to solicit from Dealers offers to sell to perform those functions on behalf of Buyer Qualified Contracts and Qualified Contract Pools as soon as practicable following any such request by the CompanyBuyer. In addition, in deciding whether to offer to sell Qualified Contracts with respect to the Buyer or any other purchaser who is affiliated or not affiliated with the Purchasing Agent and for whom Purchasing Agent is also purchasing Contractsportfolio of Contracts owned by Transition Auto Finance Inc., the Purchasing a Texas corporation ("TAF-I"), Acquisition Agent shall select be obligated to perform the clerical and ministerial functions on behalf of Buyer necessary to enable Buyer to acquire such Contracts from TAF-I, to the Qualified Contracts extent that are or become Buyer has sufficient funds available for purchase, such selection that purpose and requests Acquisition Agent to be based upon the respective periods of time the purchasing entities have been in existence, the cost of the available Contracts, the amount of their unexpended funds and the need to diversify their holdings; provided, however, that Purchasing Agent shall give priority to purchases on behalf of the limited purpose, securitization subsidiaries of Sovereign (whether of Sovereign Credit Corporation or its parent, Sovereign Credit Holdings, Inc.), including Buyer, over purchases on behalf of Sovereign or Purchasing Agent. Purchasing Agent reserves the right to offer to sell Qualified Contract Pools to the parties for which it purchases Contracts on any other basis that it deems to be equitabledo so. The Buyer shall be obligated to purchase vehicles eligible to become Leased Vehicles from Dealers through the Purchasing Agent or Acquisition Agent, and to purchase from the Purchasing Agent or Sovereign affiliates TAF-I any Contracts properly offered for sale to it, in accordance with the terms of this Agreement, up to a maximum aggregate Purchase Price of any dollar amount that may be specified by the Buyer in its request, if such Contracts constitute Qualified Contracts and/or Qualified Contract Pools. Payment of the purchase price by Buyer shall be made at the time of the sale to Buyer from Purchasing Agent or Dealer TAF-I or the purchase by Purchasing Acquisition Agent on Buyer's behalf of each Purchased ContractLeased Vehicle. At all times during the term of this Agreement, Buyer shall retain the right to audit any or all Purchased Contracts and/or Purchased Contract Pools for adherence to the terms and conditions of this Agreement. Purchasing Acquisition Agent shall cooperate in all material respects with the audit of such Purchased Contracts and/or Purchased Contract PoolsContracts. Within ninety (90) days following the end of each calendar year, Acquisition Agent shall supply a compliance letter from its independent certified public accounting firm stating that purchasing activities and transactions covered under this Agreement were performed in all material respects in accordance with its terms and conditions. Buyer shall reimburse Purchasing Agent for all third-party audit costs related hereto. Buyer shall at all times have the right to sell to Purchasing Acquisition Agent, and receive a repurchase price equal to the product Buyer's original purchase price less any lease payments made on such Contract after the Buyer's acquisition of remaining unpaid installments on the Contract, times the ratio of the Buyer's original Purchase Price to the aggregate unpaid installments on the date of Buyer's original purchase, for any and all Purchased Contracts that are sold to Buyer that do not meet the terms and conditions set forth in this Agreement.

Procedure for Purchase. At any time and from time to time until the termination of this Agreement, the Buyer may request the Purchasing Acquisition Agent (i) to solicit from Dealers offers to sell to Buyer Qualified Contracts and Qualified Contract Poolsvehicles eligible to become Leased Vehicles, or (ii) to offer solicit persons to sell become Obligors under Contracts, and (iii) to Buyer Qualified Contract do the work needed to negotiate and Qualified Contract Pools, from the portfolio originate Contracts for and on behalf of Contracts owned by Purchasing Agent, which portfolio may include Contracts purchased by Purchasing Agent from affiliates of SovereignBuyer. Purchasing Acquisition Agent shall be obligated to use reasonable efforts to solicit from Dealers offers to sell to perform those functions on behalf of Buyer Qualified Contracts and Qualified Contract Pools as soon as practicable following any such request by the CompanyBuyer. In addition, in deciding whether to offer to sell Qualified Contracts with respect to the Buyer or any other purchaser who is affiliated or not affiliated with the Purchasing Agent and for whom Purchasing Agent is also purchasing Contractsportfolio of Contracts owned by TAF-II, the Purchasing Acquisition Agent shall select be obligated to perform the clerical and ministerial functions on behalf of Buyer necessary to enable Buyer to acquire such Contracts from TAF-II, to the Qualified Contracts extent that are or become Buyer has sufficient funds available for purchase, such selection that purpose and requests Acquisition Agent to be based upon the respective periods of time the purchasing entities have been in existence, the cost of the available Contracts, the amount of their unexpended funds and the need to diversify their holdings; provided, however, that Purchasing Agent shall give priority to purchases on behalf of the limited purpose, securitization subsidiaries of Sovereign (whether of Sovereign Credit Corporation or its parent, Sovereign Credit Holdings, Inc.), including Buyer, over purchases on behalf of Sovereign or Purchasing Agent. Purchasing Agent reserves the right to offer to sell Qualified Contract Pools to the parties for which it purchases Contracts on any other basis that it deems to be equitabledo so. The Buyer shall be obligated to purchase vehicles eligible to become Leased Vehicles from Dealers through the Purchasing Agent or Acquisition Agent, and to purchase from the Purchasing Agent or Sovereign affiliates TAF-II any Contracts properly offered for sale to it, in accordance with the terms of this Agreement, up to a maximum aggregate Purchase Price of any dollar amount that may be specified by the Buyer in its request, if such Contracts constitute Qualified Contracts and/or Qualified Contract Pools. Payment of the purchase price by Buyer shall be made at the time of the sale to Buyer from Purchasing Agent or Dealer TAF-I or the purchase by Purchasing Acquisition Agent on Buyer's behalf of each Purchased ContractLeased Vehicle. At all times during the term of this Agreement, Buyer shall retain the right to audit any or all Purchased Contracts and/or Purchased Contract Pools for adherence to the terms and conditions of this Agreement. Purchasing Acquisition Agent shall cooperate in all material respects with the audit of such Purchased Contracts and/or Purchased Contract PoolsContracts. Within ninety (90) days following the end of each calendar year, Acquisition Agent shall supply a compliance letter from its independent certified public accounting firm stating that purchasing activities and transactions covered under this Agreement were performed in all material respects in accordance with its terms and conditions. Buyer shall reimburse Purchasing Agent for all third-party audit costs related hereto. Buyer shall at all times have the right to sell to Purchasing be reimbursed by Acquisition Agent, and receive a repurchase price equal to the product Buyer's original purchase price less any lease payments made on such Contract after the Buyer's acquisition of remaining unpaid installments on the Contract, times the ratio of the Buyer's original Purchase Price to the aggregate unpaid installments on the date of Buyer's original purchase, for any and all Purchased Contracts that are sold to Buyer that do not meet the terms and conditions set forth in this Agreement.