Common use of Purchase and Sale of Eligible Receivables Clause in Contracts

Purchase and Sale of Eligible Receivables. (a) Subject to Section 14.23, on each Business Day prior to the Termination Date, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder. The deemed offer by each Seller to sell, assign and transfer all of its right, title and interest in and to all outstanding Eligible Receivables of each such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder is irrevocable and unconditional on the part of each such Seller and shall occur (without any further action by any such Seller) on each Business Day prior to the Termination Date. (b) Subject to Section 2.2, on each Business Day prior to the Termination Date, the Administrative Agent shall be deemed to sell in accordance with the terms of this Agreement to each Purchaser, and each such Purchaser shall be deemed to purchase from the Administrative Agent, without recourse, an undivided percentage ownership interest (each an “Asset Interest”) equal to the Pro Rata Share of such Purchaser in and to each Purchased Receivable deemed purchased by the Administrative Agent on such day in accordance with clause (a) above. The deemed offer by the Administrative Agent to sell and the deemed offer by each Purchaser to purchase such Asset Interests hereunder is irrevocable and unconditional on the part of the Administrative Agent or such Purchaser and shall occur (without any further action by any party) on each Business Day prior to the Termination Date. (c) The Purchasers desire that on the Restatement Date, the Asset Interests of the Purchasers shall be reallocated among all Purchasers (including the Purchasers added on the Restatement Date) such that the Asset Interests of each Purchaser in the outstanding Purchased Receivables on the Restatement Date shall be consistent with each Purchaser’s Pro Rata Share on the Restatement Date. In order to achieve such reallocation, BTMUNY, as Purchaser, hereby irrevocably sells, transfers and assigns to the other Purchasers, without recourse, representation or warranty of any kind, and each other Purchaser hereby agrees to purchase for cash, all of BTMUNY’s right, title and interest in that portion of its Asset Interests as shall be necessary to achieve such allocation. Such payments by such other Purchasers shall be made in such amounts and to such accounts as has been separately agreed among BTMUNY and such other Purchasers. From and after the Restatement Date and the receipt by BTMUNY of such amounts, each Purchaser shall own Asset Interests equal to its respective Pro Rata Share of the Purchased Receivables outstanding on the Restatement Date. Section 2.2.

Purchase and Sale of Eligible Receivables. (a) Subject On the Closing Date, the Seller Representative will submit a Servicing Report to the Purchaser via the PrimeRevenue System, and simultaneously with the submission of such Servicing Report, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 14.238.1 and Section 8.2, the Administrative Agent (on behalf of the Purchasers) will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller specified on such Servicing Report. On each Business Day following the Closing Date and prior to the Termination Date, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder. The deemed offer by each Seller to sell, assign and transfer all of its right, title and interest in and to all outstanding Eligible Receivables of each such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder is irrevocable and unconditional on the part of each such Seller and shall occur (without any further action by any such Seller) on each Business Day prior to the Termination Date. (b) Subject to Section 2.2, on each Business Day prior to the Termination Date, the Administrative Agent shall be deemed to sell in accordance with the terms of this Agreement to each Purchaser, and each such Purchaser shall be deemed to purchase from the Administrative Agent, without recourse, an undivided percentage ownership interest (each an “Asset Interest”) equal to the Pro Rata Share of such Purchaser in and to each Purchased Receivable deemed purchased by the Administrative Agent on such day in accordance with clause (a) above. The deemed offer by the Administrative Agent to sell and the deemed offer by each Purchaser to purchase such Asset Interests hereunder is irrevocable and unconditional on the part of the Administrative Agent or such Purchaser and shall occur (without any further action by any party) on each Business Day prior to the Termination Date. (c) The Purchasers desire that on the Restatement Date, the Asset Interests of the Purchasers shall be reallocated among all Purchasers (including the Purchasers added on the Restatement Date) such that the Asset Interests of each Purchaser in the outstanding Purchased Receivables on the Restatement Date shall be consistent with each Purchaser’s Pro Rata Share on the Restatement Date. In order to achieve such reallocation, BTMUNY, as Purchaser, hereby irrevocably sells, transfers and assigns to the other Purchasers, without recourse, representation or warranty of any kind, and each other Purchaser hereby agrees to purchase for cash, all of BTMUNY’s right, title and interest in that portion of its Asset Interests as shall be necessary to achieve such allocation. Such payments by such other Purchasers shall be made in such amounts and to such accounts as has been separately agreed among BTMUNY and such other Purchasers. From and after the Restatement Date and the receipt by BTMUNY of such amounts, each Purchaser shall own Asset Interests equal to its respective Pro Rata Share of the Purchased Receivables outstanding on the Restatement Date. Section 2.2.

Purchase and Sale of Eligible Receivables. (a) Subject On the Closing Date, the Seller Representative will submit a Servicing Report to the Purchaser via the PrimeRevenue System, and simultaneously with the submission of such Servicing Report, each Seller will be deemed to offer to Purchaser, and subject to the satisfaction of the conditions set forth in Section 14.238.1 and Section 8.2, the Purchaser will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller specified on such Servicing Report. On each Business Day following the Closing Date and prior to the Termination Date, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers)Purchaser, and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent Purchaser will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) Purchaser hereunder. The deemed offer by each Seller to sell, assign and transfer all of its right, title and interest in and to all outstanding Eligible Receivables of each such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) Purchaser hereunder is irrevocable and unconditional on the part of each such Seller and shall occur (without any further action by any such Seller) on each Business Day prior to the Termination Date. (b) Subject to Section 2.2, on each Business Day prior to the Termination Date, the Administrative Agent shall be deemed to sell in accordance with the terms of this Agreement to each Purchaser, and each such Purchaser shall be deemed to purchase from the Administrative Agent, without recourse, an undivided percentage ownership interest (each an “Asset Interest”) equal to the Pro Rata Share of such Purchaser in and to each Purchased Receivable deemed purchased by the Administrative Agent on such day in accordance with clause (a) above. The deemed offer by the Administrative Agent to sell and the deemed offer by each Purchaser to purchase such Asset Interests hereunder is irrevocable and unconditional on the part of the Administrative Agent or such Purchaser and shall occur (without any further action by any party) on each Business Day prior to the Termination Date. (c) The Purchasers desire that on the Restatement Date, the Asset Interests of the Purchasers shall be reallocated among all Purchasers (including the Purchasers added on the Restatement Date) such that the Asset Interests of each Purchaser in the outstanding Purchased Receivables on the Restatement Date shall be consistent with each Purchaser’s Pro Rata Share on the Restatement Date. In order to achieve such reallocation, BTMUNY, as Purchaser, hereby irrevocably sells, transfers and assigns to the other Purchasers, without recourse, representation or warranty of any kind, and each other Purchaser hereby agrees to purchase for cash, all of BTMUNY’s right, title and interest in that portion of its Asset Interests as shall be necessary to achieve such allocation. Such payments by such other Purchasers shall be made in such amounts and to such accounts as has been separately agreed among BTMUNY and such other Purchasers. From and after the Restatement Date and the receipt by BTMUNY of such amounts, each Purchaser shall own Asset Interests equal to its respective Pro Rata Share of the Purchased Receivables outstanding on the Restatement Date. Section 2.2.

Purchase and Sale of Eligible Receivables. (a) Subject On the Facility Activation Date, the Seller Representative will submit a Portfolio Report to the Purchaser via the PrimeRevenue System, and simultaneously with the submission of such Portfolio Report, each Seller will be deemed to offer to the Purchaser, and subject to the satisfaction of the conditions set forth in Section 14.238.1 and Section 8.2, the Purchasers will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller specified on such Portfolio Report. On each Business Day following the Facility Activation Date and prior to the Termination Date, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers)Purchaser, and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent Purchaser will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) Purchaser hereunder. The deemed offer by each Seller to sell, assign and transfer all of its right, title and interest in and to all outstanding Eligible Receivables of each such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) Purchaser hereunder is irrevocable and unconditional on the part of each such Seller and shall occur (without any further action by any such Seller) on each Business Day prior to the Termination Date. (b) Subject to Section 2.2, on each Business Day prior to the Termination Date, the Administrative Agent shall be deemed to sell in accordance with the terms of this Agreement to each Purchaser, and each such Purchaser shall be deemed to purchase from the Administrative Agent, without recourse, an undivided percentage ownership interest (each an “Asset Interest”) equal to the Pro Rata Share of such Purchaser in and to each Purchased Receivable deemed purchased by the Administrative Agent on such day in accordance with clause (a) above. The deemed offer by the Administrative Agent to sell and the deemed offer by each Purchaser to purchase such Asset Interests hereunder is irrevocable and unconditional on the part of the Administrative Agent or such Purchaser and shall occur (without any further action by any party) on each Business Day prior to the Termination Date. (c) The Purchasers desire that on the Restatement Date, the Asset Interests of the Purchasers shall be reallocated among all Purchasers (including the Purchasers added on the Restatement Date) such that the Asset Interests of each Purchaser in the outstanding Purchased Receivables on the Restatement Date shall be consistent with each Purchaser’s Pro Rata Share on the Restatement Date. In order to achieve such reallocation, BTMUNY, as Purchaser, hereby irrevocably sells, transfers and assigns to the other Purchasers, without recourse, representation or warranty of any kind, and each other Purchaser hereby agrees to purchase for cash, all of BTMUNY’s right, title and interest in that portion of its Asset Interests as shall be necessary to achieve such allocation. Such payments by such other Purchasers shall be made in such amounts and to such accounts as has been separately agreed among BTMUNY and such other Purchasers. From and after the Restatement Date and the receipt by BTMUNY of such amounts, each Purchaser shall own Asset Interests equal to its respective Pro Rata Share of the Purchased Receivables outstanding on the Restatement Date. Section 2.2.

Purchase and Sale of Eligible Receivables. (a) Subject to Section 14.23On the Original Closing Date, on each Business Day prior the Seller Representative submitted a Servicing Report to the Termination DateAdministrative Agent via the PrimeRevenue System, and simultaneously with the submission of such Servicing Report, each Seller will be was deemed to offer to the Administrative Agent (on behalf of the Purchasers), ) and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent will be (on behalf of the Purchasers) was deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller specified on such Servicing Report. On each Business Day following the Original Closing Date and prior to the Termination Date, each Seller was deemed, or will be deemed, as applicable, to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent was deemed, or will be deemed, as applicable, to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller that had not, or have not not, as applicable, previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunderhereunder as of such Business Day. The deemed offer by each Seller to sell, assign and transfer all of its right, title and interest in and to all outstanding Eligible Receivables of each such Seller that had not, or have not not, as applicable, previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder is irrevocable and unconditional on the part of each such Seller and shall occur (without any further action by any such Seller) on each Business Day prior to the Termination Date. (b) Subject to Section 2.2, on each Business Day prior to the Termination Date, the Administrative Agent shall be deemed to sell in accordance with the terms of this Agreement to each Purchaser, and each such Purchaser shall be deemed to purchase from the Administrative Agent, without recourse, an undivided percentage ownership interest (each an “Asset Interest”) equal to the Pro Rata Share of such Purchaser in and to each Purchased Receivable deemed purchased by the Administrative Agent on such day in accordance with clause (a) above. The deemed offer by the Administrative Agent to sell and the deemed offer by each Purchaser to purchase such Asset Interests hereunder is irrevocable and unconditional on the part of the Administrative Agent or such Purchaser and shall occur (without any further action by any party) on each Business Day prior to the Termination Date. (c) The Purchasers desire that on the Restatement Date, the Asset Interests of the Purchasers shall be reallocated among all Purchasers (including the Purchasers added on the Restatement Date) such that the Asset Interests of each Purchaser in the outstanding Purchased Receivables on the Restatement Date shall be consistent with each Purchaser’s Pro Rata Share on the Restatement Date. In order to achieve such reallocation, BTMUNY, as Purchaser, hereby irrevocably sells, transfers and assigns to the other Purchasers, without recourse, representation or warranty of any kind, and each other Purchaser hereby agrees to purchase for cash, all of BTMUNY’s right, title and interest in that portion of its Asset Interests as shall be necessary to achieve such allocation. Such payments by such other Purchasers shall be made in such amounts and to such accounts as has been separately agreed among BTMUNY and such other Purchasers. From and after the Restatement Date and the receipt by BTMUNY of such amounts, each Purchaser shall own Asset Interests equal to its respective Pro Rata Share of the Purchased Receivables outstanding on the Restatement Date. Section 2.2.

Purchase and Sale of Eligible Receivables. (a) Subject On the Closing Date, the Seller Representative will submit a Servicing Report to the Purchaser via the PrimeRevenue System, and simultaneously with the submission of such Servicing Report, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 14.238.1 and Section 8.2, the Administrative Agent (on behalf of the Purchasers) will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller specified on such Servicing Report. On each Business Day following the Closing Date and prior to the Termination Date, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder. The deemed offer by each Seller to sell, assign and transfer all of its right, title and interest in and to all outstanding Eligible Receivables of each such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder is irrevocable and unconditional on the part of each such Seller and shall occur (without any further action by any such Seller) on each Business Day prior to the Termination Date. (b) Subject to Section 2.2, on each Business Day prior to the Termination Date, the Administrative Agent shall be deemed to sell in accordance with the terms of this Agreement to each Purchaser, and each such Purchaser shall be deemed to purchase from the Administrative Agent, without recourse, an undivided percentage ownership interest (each an “Asset Interest”) equal to the Pro Rata Share of such Purchaser in and to each Purchased Receivable deemed purchased by the Administrative Agent on such day in accordance with clause (a) above. The deemed offer by the Administrative Agent to sell and the deemed offer by each Purchaser to purchase such Asset Interests hereunder is irrevocable and unconditional on the part of the Administrative Agent or such Purchaser and shall occur (without any further action by any party) on each Business Day prior to the Termination Date. (c) The Purchasers desire that on the Restatement Date, the Asset Interests of the Purchasers shall be reallocated among all Purchasers (including the Purchasers added on the Restatement Date) such that the Asset Interests of each Purchaser in the outstanding Purchased Receivables on the Restatement Date shall be consistent with each Purchaser’s Pro Rata Share on the Restatement Date. In order to achieve such reallocation, BTMUNY, as Purchaser, hereby irrevocably sells, transfers and assigns to the other Purchasers, without recourse, representation or warranty of any kind, and each other Purchaser hereby agrees to purchase for cash, all of BTMUNY’s right, title and interest in that portion of its Asset Interests as shall be necessary to achieve such allocation. Such payments by such other Purchasers shall be made in such amounts and to such accounts as has been separately agreed among BTMUNY and such other Purchasers. From and after the Restatement Date and the receipt by BTMUNY of such amounts, each Purchaser shall own Asset Interests equal to its respective Pro Rata Share of the Purchased Receivables outstanding on the Restatement Date. Section 2.2.