Reconveyance Under Certain Circumstances. The Transferor agrees to accept the reconveyance from the Administrative Agent, on behalf of the Class Investors of the Transferred Interest if the Administrative Agent notifies Transferor of a material breach of any representation or warranty made or deemed made pursuant to Article III of this Agreement and Transferor shall fail to cure such breach within 15 days (or, in the case of the representations and warranties in Sections 3.1(d) and 3.1(j), 3 days) of such notice. The reconveyance price shall be paid by the Transferor to the Administrative Agent, for the account of the Class Investors, as applicable, in immediately available funds on such 15th day (or 3rd day, if applicable) in an amount equal to the Outstanding Balance of such Receivable and all other amounts outstanding with respect to such Receivable, including Discount accrued and unpaid with respect to such Receivable.
Reconveyance Under Certain Circumstances. The SPV agrees to accept the reconveyance from the Administrative Agent, on behalf of the Funding Agents for the benefit of the Investors, of the Asset Interest if the Administrative Agent notifies SPV of a material breach of any representation or warranty made or deemed made pursuant to Article IV and the SPV shall fail to cure such breach within fifteen (15) days (or, in the case of the representations and warranties in Sections 4.1(d) and 4.1(k), three (3) days) of such notice. The reconveyance price shall be paid by the SPV to the Administrative Agent, for the account of the Investors, as applicable in immediately available funds on such 15th day (or 3rd day, if applicable) in an amount equal to the Aggregate Unpaids.
Reconveyance Under Certain Circumstances. The Transferor agrees to accept the reconveyance from the Agent, on behalf of the applicable Investors, of the Transferred Interest if the Agent or any Administrative Agent notifies Transferor of a material breach of any representation or warranty made or deemed made pursuant to Article III of this Agreement and Transferor shall fail to cure such breach within 15 days (or, in the case of the representations and warranties in Sections 3.1(d) and 3.1(j), 3 days) of such notice. The reconveyance price shall be paid by the Transferor to the Agent, for the account of the applicable Investors, as applicable, in immediately available funds on such 15th day (or 3rd day, if applicable) in an amount equal to the Aggregate Unpaids; provided that if such 15th day (or 3rd day) is not a Business Day, such reconveyance and the related payment shall be made on the next following Business Day. 51
Reconveyance Under Certain Circumstances. The Transferor agrees to accept the reconveyance from the Administrative Agent, on behalf of the CP Conduit Purchasers and/or the Committed Purchasers, of the Transferred Interest if any Termination Event occurs hereunder and the Administrative Agent notifies the Transferor of a material breach of any representation or warranty made or deemed made pursuant to Sections 3.01(a), 3.01(b), 3.01(c), 3.01(d), 3.01(g) and 3.01(j) of this Agreement. The reconveyance price shall be paid by the Transferor to the Administrative Agent, for the account of the CP Conduit Purchasers and the Committed Purchasers, as applicable, in immediately available funds on demand in an amount equal to the Aggregate Unpaids.
Reconveyance Under Certain Circumstances. Each Seller agrees that, in the event of a breach of any of the representations and warranties set forth in Sections 4.01(d), (h), (j), (k), (l), (n), (o), and (p), with respect to any Receivable which has been sold hereunder, such Seller agrees to accept the reconveyance of such Receivable upon receipt by such Seller of notice given in writing by the Purchaser and such Seller's failure to cure such breach within fifteen (15) days (or, in the case of Section 4.01(d) or (k), within one (1) Business Day) after receipt of such notice. In the event of a reconveyance under this Section 6.01(b), the Seller shall pay to the Purchaser in immediately available funds on such 15th day (or such Business Day, if applicable) an amount equal to the Outstanding Balance of any such Receivable.
Reconveyance Under Certain Circumstances. Seller agrees to accept the reconveyance from the Buyer of all the Receivables and the Related Assets if the Buyer notifies Seller of a breach of any representation or warranty set forth in Section 4.02(a), (c), (k) or (r) or a material breach of any other representation or warranty made or deemed made by Seller pursuant to Article IV with respect to any of the Receivables or the Related Assets, then and Seller shall fail to cure such breach within fifteen (15) days (or, in the case of the representations and warranties in Section 4.02(a), three (3) days) of such notice), then Seller agrees to accept the reconveyance from the Buyer of all such Receivables and such Related Assets. The reconveyance price shall be paid by the applicable Originator to the Buyer in immediately available funds by the deposit directly into a Collection Account on such 15th day (or 3rd day, if applicable) in an amount equal to the aggregate Unpaid Balance of all such reconvened Receivables at such time.
Reconveyance Under Certain Circumstances. The Transferor agrees to accept the reconveyance from the Agent, on behalf of the Company and/or the Bank Investors, of the Transferred Interest if the Agent notifies Transferor of a material breach of any representation or warranty made or deemed made pursuant to Article III of this Agreement and Transferor shall fail to cure such breach within 30 days (or, in the case of the representations and warranties in Sections 3.1(d) and 3.1(j), 10 days) of such notice. The reconveyance price shall be paid by the Transferor to the Agent, for the account of the Company and the Bank Investors, as applicable, in immediately available funds on such 15th day (or 3rd day, if applicable) in an amount equal to the Aggregate Unpaids.
Reconveyance Under Certain Circumstances. The Seller agrees that, with respect to any Receivable an interest in which has been sold hereunder,
(i) in the event either (w) any of the representations and warranties set forth in (A) Section 4.1(m) are no longer true or (B) Section 4.1(n) or (o) were not true when made, with respect to any such Receivable, (x) the Seller shall fail to perform or observe any term, covenant or agreement contained in Section 5.1(p), or (y) the Seller or the Servicer shall extend, amend or otherwise modify the terms of any such Receivable (except in connection with a Permitted Restructuring), or amend, modify or waive the terms or conditions of the Contract under which such Receivable arises (except in connection with a Permitted Restructuring), the Seller shall be deemed to have received on such day a Collection in an amount equal to the Outstanding Balance of such Receivable in full and shall on such day pay to the Purchaser in immediately available funds an amount equal to such Outstanding Balance; and
(ii) if on any day any of the representations or warranties contained in Section 4.1(h), (k), (s) or (ac) are no longer true with respect to any Receivable, the Seller may, in its discretion, repurchase such Receivable on such day for a purchase price in an amount equal to the Outstanding Balance of such Receivable, which purchase price shall be paid to the Purchaser in immediately available funds.
Reconveyance Under Certain Circumstances. The Transferor agrees to accept the reconveyance from the Purchaser Agents, on behalf of the applicable Purchaser and/or applicable Bank Investors, of the Transferred Interest if any of the Purchaser Agents notifies Transferor of a breach of any representation or warranty made or deemed made pursuant to Sections 3.1(a), (b), (c), (d) or (j) hereof and Transferor shall fail to cure such breach (including, without limitation, pursuant to Section 2.9(b)) within 15 days (or, in the case of the representations and warranties in Sections 3.1(d) and 3.1(j) hereof 3 days) of such notice. The reconveyance price shall be paid by the Transferor to the applicable Purchaser Agent for the account of the related Purchasers and the Bank Investors, as applicable, in immediately available funds on such 15th day (or 3rd day, if applicable) in an amount equal to the Aggregate Unpaids.
ARTICLE IX THE ADMINISTRATIVE AGENT; BANK COMMITMENT; PURCHASER AGENTS Authorization and Action of Administrative Agent.
(a) Each of the Purchaser Agents hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality, of the foregoing, each of the Purchaser Agents hereby appoints the Administrative Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent may deem necessary or appropriate or that the Purchaser Agents may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Administrative Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated herein above. With respect to any actions which are incidental to the actions specifically delegated to the Administrative Agent hereunder, and in any event with respect ...
Reconveyance Under Certain Circumstances. The Seller agrees ---------------------------------------- that, with respect to any Receivable an interest in which has been sold hereunder, in the event of a breach of any of the representations and warranties set forth in Sections 4.1(d), 4.1(e), 4.1(g), 4.1(j), 4.1(l), 4.1(h), 4.1(o), 4.1(p) and 4.1(q), the Seller agrees to accept the reconveyance of such Receivable created on and after the date of such breach upon receipt by the Seller of notice given in writing by the Purchaser and the Seller's failure to cure such breach within thirty (30) days (or, in the case of representations and warranties found in Sections 4.1(d) and 4.1(j), within three (3) days) of such notice. In the event of a reconveyance under this Section 6.1(b), the Seller shall pay to the Purchaser in immediately available funds on such 30th day (or third day, if applicable) an amount equal to the Outstanding Balance of any such Receivables.
