Receivable Repurchase Events Clause Samples
The Receivable Repurchase Events clause defines specific circumstances under which a seller is required to repurchase receivables previously sold to a buyer. Typically, this clause applies if the receivables are found to be ineligible, subject to dispute, or if the seller breaches certain representations or warranties regarding those receivables. By establishing clear triggers for repurchase, the clause protects the buyer from losses associated with defective or disputed receivables, ensuring that the risk of such issues remains with the seller.
Receivable Repurchase Events. (a) Upon the occurrence of a Receivable Repurchase Event following the Revolving Commitment Termination Date, with respect to any Receivable the applicable Seller shall (x) repurchase each affected Receivable pursuant to the terms of the Purchase Agreement or the Bank Partner Sale Agreement, as applicable, at a price equal to the Receivable Repurchase Price and (y) deposit the Receivable Repurchase Price for each affected Receivable directly into the Disbursement Account upon repurchase thereof. All amounts deposited into the Disbursement Account pursuant to this Section 2.8(a) shall be applied as Collections on the related Settlement Date pursuant to Section 2.10.
(b) Upon the occurrence of a Receivable Repurchase Event during the Revolving Commitment Period, the applicable Seller shall substitute each affected Receivable with a Substitute Eligible Receivable pursuant to the terms of the Purchase Agreement or the Bank Partner Sale Agreement, as applicable. In the event the applicable Seller is unable to originate (or, in the case of a Bank Partner Subsidiary, acquire pursuant to the applicable Bank Partner Program Agreements) sufficient Receivables to effect such substitution of affected Receivables, such Seller may, with the prior written consent of the Administrative Agent (x) repurchase each affected Receivable pursuant to the terms of the Purchase Agreement or the Bank Partner Sale Agreement, as applicable, at a price equal to the Receivable Repurchase Price and (y) deposit the Receivable Repurchase Price for each affected Receivable directly into the Disbursement Account to be applied as Collections on the related Settlement Date pursuant to Section 2.10 or released to the Borrower pursuant to Section 5.13 in order to purchase Eligible Receivables at a later date.
(c) In connection with a Receivables Repurchase Event arising under or in connection with the Bank Partner Sale Agreement, in the event that the applicable Bank Partner Subsidiary is unable, or otherwise fails, to repurchase or substitute a Substitute Eligible Receivable for an affected Receivable as required pursuant to clauses (a) or (b) above, the Company shall repurchase, or substitute a Substitute Eligible Receivable for, such affected Receivable in accordance with the terms of the Performance Guaranty.
Receivable Repurchase Events. In the event that each Receivable that is transferred to the Trust is not, as of the time of such transfer, an Eligible Receivable and such event has a material adverse effect on the Certificateholders’ interest in the Receivables as a whole and is not cured within 60 days of the earlier of (i) actual knowledge of such event by the relevant Seller or (ii) receipt by such Seller of written notice of any such event given by the Trustee, then a Receivable Repurchase Event shall have occurred. Upon receipt of actual knowledge of any such event, such Seller shall deliver a written notice to such effect to the Rating Agencies and the Trustee. The determination of materiality pursuant to this Section 2.07(a) shall be made by an officer of the Master Servicer in his sole reasonable judgment. Notwithstanding the foregoing, if (a) the amount of Principal Receivables in the Trust at the end of the Due Period in which the relevant Seller obtained (i) actual knowledge of the transfer of a Receivable that is not an Eligible Receivable, or (ii) written notice of such a transfer from the Trustee, would be less than the Minimum Principal Receivables Balance if such Receivables were excluded from the amount of Principal Receivables used in such determination, and (b) the relevant Seller’s short term debt rating from Standard & Poor’s is less than A-1, then a Receivables Repurchase Event shall automatically occur with respect to each such Receivable that was not an Eligible Receivable upon transfer and the Receivables in each Account to which such event relates shall be removed from the Trust in accordance with Section 2.07(b). The Trustee shall have no duty to conduct any affirmative investigation as to the eligibility of any Receivable for purposes of this Section 2.07(a).
Receivable Repurchase Events. (a) Upon the occurrence of a Receivable Repurchase Event with respect to any Receivable included in the applicable Borrowing Base, the applicable Seller (or with respect to Opportunity Funding SPE III, LLC, the Company, on its behalf) shall (x) repurchase each affected Receivable pursuant to the terms of the Purchase Agreement or the Bank Partner Sale Agreement, as applicable, at a price equal to the Receivable Repurchase Price and (y) subject to Section 5.14, deposit the Receivable Repurchase Price for each affected Receivable directly into the Disbursement Account upon repurchase thereof. All amounts deposited into the Disbursement Account pursuant to this Section 2.8(a) shall be applied as Collections on the related Settlement Date pursuant to and in accordance with Section 2.10.
(b) In connection with a Receivables Repurchase Event arising under or in connection with the Bank Partner Sale Agreement, in the event that the applicable Bank Partner Subsidiary is unable, or otherwise fails, to repurchase or substitute a Substitute Eligible Receivable for an affected Receivable as required pursuant to clause (a) above, the Company shall repurchase, or substitute a Substitute Eligible Receivable for, such affected Receivable in accordance with the terms of the Performance Guaranty.
Receivable Repurchase Events. In the event that each Receivable that is transferred to the Trust is not, as of the time of such transfer, an Eligible Receivable and such event has a material adverse effect on the Certificateholders' interest in the Receivables as a whole and is not cured within 60 days of the earlier of (i) actual knowledge of such event by the relevant Seller or (ii) receipt by such Seller of written notice of any such event given by the Trustee, then a Receivable Repurchase Event shall have occurred. Upon receipt of actual knowledge of any such event, such Seller shall deliver a written notice to such effect to the Rating Agencies and the Trustee. The determination of materiality pursuant to this Section 2.07(a) shall be made by an officer of the Master Servicer in his sole reasonable judgment. The Trustee shall have no duty to conduct any affirmative investigation as to the eligibility of any Receivable for purposes of this Section 2.07(a).
Receivable Repurchase Events. Upon the occurrence of a Receivable Repurchase Event, the Borrower shall resell to the Originator each affected Receivable pursuant to the terms of the Purchase Agreement at a price equal to the Receivable Repurchase Price, and the Borrower shall prepay the Loans in an amount equal to the Receivable Repurchase Price with respect to the related Receivable(s).
Receivable Repurchase Events. Upon the occurrence of a Receivable Repurchase Event: (a) the Borrower shall cause the Originator to repurchase each affected Receivable at a price equal to the Receivable Repurchase Price and (b) the Borrower shall prepay the Revolving Loans in an amount equal to the Receivable Repurchase Price as of the date of repurchase with respect to the related Receivable(s), with such proceeds to be deposited into the Lockbox Account or Collection Account and applied in accordance with Section 2.11(a), Section 2.11(b) or Section 2.13, as applicable.
Receivable Repurchase Events. Upon the occurrence of a Receivable Repurchase Event with respect to any Receivable, the Borrower shall prepay all applicable Loans used to finance the affected Receivables in an amount equal to the Receivable Purchase Price for each affected Receivable (to be applied to installments of such Loans in inverse order of scheduled maturities).