Common use of Removal and Sale of Purchaser Assets Clause in Contracts

Removal and Sale of Purchaser Assets. (a) In the event that a Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding, the Purchaser may, with the prior written consent of the Issuer (a “Removal Option”), purchase such Receivable and the other related Purchaser Assets, subject to the terms and conditions herein, from the Issuer at a price (the “Option Price”) equal to the Purchase Amount. If not exercised earlier, the Removal Option with respect to any such Receivable and the other related Purchaser Assets shall automatically terminate upon (i) in the case of a Delinquent Receivable, the related Obligor’s cure of all defaults on the Receivable, (ii) the acquisition by, or on behalf of, the Issuer of the related Equipment through repossession, or (iii) a repurchase of such Receivable and any other related Purchaser Assets due to the Transferor’s breach of a representation with respect to such Receivable and any other related Purchaser Assets. The Aggregate Receivable Value of Receivables and the related Equipment with respect to which the Purchaser may exercise its Removal Option at any time before the Redemption Date shall not exceed ten percent (10%) of the Aggregate Receivable Value as of the Cut-off Date. (b) Upon a Receivable becoming a Delinquent Receivable or the Obligor thereon becoming subject to a bankruptcy proceeding, the Purchaser may exercise the Removal Option by providing the Issuer at least five (5) days’ prior written notice thereof (the “Removal Option Notice”), which notice shall specify a cash exercise price at least equal to the Option Price. The Removal Option Notice shall be delivered in the manner specified in Section 2.1(a). The exercise of any Removal Option pursuant to this clause (b) shall be irrevocable. (c) Upon exercise of a Removal Option, the Purchaser shall be required to pay the Option Price specified in its Removal Option Notice to the Issuer within ten (10) Business Days of exercising its Removal Option or, with respect to any Lease, within ten (10) Business Days of the exercising its Removal Option. The proceeds of any sale of such Receivable and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited in the Collection Account by the Purchaser no later than the day before the next Payment Date. (d) In the event that a Receivable was originated by a business unit or equipment financing platform that the related Original Seller or, in the case of any Lease, the Titling Trust wishes to exit, financed under a vendor program that is terminated in the ordinary course by the related Original Seller or the Titling Trust, as applicable, or is part of an Obligor relationship that the related Original Seller or, in the case such Receivable is a Lease, the Titling Trust elects to reduce or exit for risk exposure reasons in accordance with its credit and collection policies, the Issuer shall be entitled to sell such Receivable and other related Purchaser Assets or, in the case that such Receivable is a Lease, the beneficial interest in such Lease and other related Purchaser Assets to a third-party for a cash price equal to the greater of (x) the Purchase Amount and (y) the fair market value of the Receivables. The proceeds of any sale of such Receivable or in the case of any Lease, the sale of the beneficial interest in such Lease and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited by the Purchaser (to the extent such Purchaser Assets were sold to the Purchaser) no later than the day before the next Payment Date.

Removal and Sale of Purchaser Assets. (a) In the event that a Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding, the Purchaser Seller (or its assignee) may, with the prior written consent of the Issuer Purchaser (a “Removal Option”), ) purchase such Receivable and the other related Purchaser Assets, subject to the terms and conditions herein, from the Issuer Purchaser at a price (the “Option Price”) equal to the Purchase Amount. The Seller (or its assignee) may sell, transfer, assign or otherwise convey its Removal Option with respect to any such Receivable and the other related Purchaser Assets to any party at any time after the related Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding. The Seller (or its assignee) shall notify the Purchaser of such transfer and such notice shall include the transferee’s name, address, telephone number, facsimile number and appropriate contact person(s) and shall be acknowledged in writing by the transferee. If not exercised earlier, the Removal Option with respect to any such Receivable and the other related Purchaser Assets shall automatically terminate upon (i) in the case of a Delinquent Receivable, the related Obligor’s cure of all defaults on the Receivable, (ii) the acquisition by, or on behalf of, the Issuer Purchaser of the related Equipment through repossession, or (iii) a repurchase of such Receivable and any other related Purchaser Assets due to the TransferorSeller’s breach of a representation with respect to such Receivable and any other related Purchaser Assets. The Aggregate Receivable Value of Receivables and the related Equipment with respect to which the Purchaser Seller may exercise its Removal Option at any time before the Redemption Date shall not exceed ten percent (10%) of the Aggregate Receivable Value as of the Cut-off Date. (b) Upon a Receivable becoming a Delinquent Receivable or the Obligor thereon becoming subject to a bankruptcy proceeding, the Purchaser Seller (or its assignee) may exercise the Removal Option by providing the Issuer Purchaser at least five (5) days’ prior written notice thereof (the “Removal Option Notice”), which notice shall specify a cash exercise price at least equal to the Option Price. The Removal Option Notice shall be delivered in the manner specified in Section 2.1(a2.4(a). The exercise of any Removal Option pursuant to this clause (b) shall be irrevocable. (c) Upon exercise of a Removal Option, the Purchaser Seller (or its assignee) shall be required to pay the Option Price specified in its Removal Option Notice to the Issuer Purchaser within ten (10) Business Days of exercising its Removal Option or, with respect to any Lease, within ten (10) Business Days of the earlier of exercising its Removal OptionOption and reallocation of such Leases from the Series 2013-2 SUBI to the UTI by the Initial Beneficiary. The proceeds of any sale of such Receivable and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited in the Collection Account by the Purchaser Seller (or its assignee) no later than the day before the next Payment Date. (d) In the event that a Receivable was originated by a business unit or equipment financing platform that the related Original Seller or, in the case of any Lease, the Titling Trust wishes to exit, financed under a vendor program that is terminated in the ordinary course by the related Original Seller or the Titling Trust, as applicable, or is part of an Obligor relationship that the related Original Seller or, in the case such Receivable is a Lease, the Titling Trust elects to reduce or exit for risk exposure reasons in accordance with its credit and collection policies, the Issuer shall be entitled to sell such Receivable and other related Purchaser Assets or, in the case that such Receivable is a Lease, the beneficial interest in such Lease and other related Purchaser Assets to a third-party for a cash price equal to the greater of (x) the Purchase Amount and (y) the fair market value of the Receivables. The proceeds of any sale of such Receivable or in the case of any Lease, the sale of the beneficial interest in such Lease and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited by the Purchaser (to the extent such Purchaser Assets were sold to the Purchaser) no later than the day before the next Payment Date.,

Removal and Sale of Purchaser Assets. (aii) In the event that a Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding, the Purchaser may, with the prior written consent of the Issuer Seller shall be granted an assignable option (a “Removal Purchase Option”), ) to purchase such Receivable and the other related Purchaser Assets, subject to the terms and conditions herein, from the Issuer Purchaser at a price (the “Option Price”) equal to the Purchase Amount. The Seller may sell, transfer, assign or otherwise convey its Purchase Option with respect to any such Receivable and the other related Purchaser Assets to any party at any time after the related Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding. The Seller shall notify the Purchaser of such transfer and such notice shall include the transferee’s name, address, telephone number, facsimile number and appropriate contact person(s) and shall be acknowledged in writing by the transferee. If not exercised earlier, the Removal Purchase Option with respect to any such Receivable and the other related Purchaser Assets shall automatically terminate upon (i) in the case of a Delinquent Receivable, the related Obligor’s cure of all defaults on the Receivable, (ii) the acquisition by, or on behalf of, the Issuer Purchaser of the related Equipment through repossession, or (iii) a repurchase of such Receivable and any other related Purchaser Assets due to the TransferorSeller’s breach of a representation with respect to such Receivable and any other related Purchaser Assets. The Aggregate Receivable Value of Receivables and the related Equipment with respect to which the Purchaser Seller may exercise its Removal Purchase Option at any time before the Redemption Date shall not exceed ten percent (10%) % of the Aggregate Receivable Value as of the Cut-off Date. (b) Upon a Receivable becoming a Delinquent Receivable or the Obligor thereon becoming subject to a bankruptcy proceeding, the Purchaser may exercise the Removal Option by providing the Issuer at least five (5) days’ prior written notice thereof (the “Removal Option Notice”), which notice shall specify a cash exercise price at least equal to the Option Price. The Removal Option Notice shall be delivered in the manner specified in Section 2.1(a). The exercise of any Removal Option pursuant to this clause (b) shall be irrevocable. (c) Upon exercise of a Removal Option, the Purchaser shall be required to pay the Option Price specified in its Removal Option Notice to the Issuer within ten (10) Business Days of exercising its Removal Option or, with respect to any Lease, within ten (10) Business Days of the exercising its Removal Option. The proceeds of any sale of such Receivable and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited in the Collection Account by the Purchaser no later than the day before the next Payment Date. (d) In the event that a Receivable was originated by a business unit or equipment financing platform that the related Original Seller or, in the case of any Lease, the Titling Trust wishes to exit, financed under a vendor program that is terminated in the ordinary course by the related Original Seller or the Titling Trust, as applicable, or is part of an Obligor relationship that the related Original Seller or, in the case such Receivable is a Lease, the Titling Trust elects to reduce or exit for risk exposure reasons in accordance with its credit and collection policies, the Issuer shall be entitled to sell such Receivable and other related Purchaser Assets or, in the case that such Receivable is a Lease, the beneficial interest in such Lease and other related Purchaser Assets to a third-party for a cash price equal to the greater of (x) the Purchase Amount and (y) the fair market value of the Receivables. The proceeds of any sale of such Receivable or in the case of any Lease, the sale of the beneficial interest in such Lease and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited by the Purchaser (to the extent such Purchaser Assets were sold to the Purchaser) no later than the day before the next Payment Date.

Removal and Sale of Purchaser Assets. (a) In the event that a Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding, the Purchaser may, with the prior written consent of the Issuer Seller shall be granted an assignable option (a “Removal Purchase Option”), ) to purchase such Receivable and the other related Purchaser Assets, subject to the terms and conditions herein, from the Issuer Purchaser at a price (the “Option Price”) equal to the Purchase Amount. The Seller may sell, transfer, assign or otherwise convey its Purchase Option with respect to any such Receivable and the other related Purchaser Assets to any party at any time after the related Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding. The Seller shall notify the Purchaser of such transfer and such notice shall include the transferee’s name, address, telephone number, facsimile number and appropriate contact person(s) and shall be acknowledged in writing by the transferee. If not exercised earlier, the Removal Purchase Option with respect to any such Receivable and the other related Purchaser Assets shall automatically terminate upon (i) in the case of a Delinquent Receivable, the related Obligor’s cure of all defaults on the Receivable, (ii) the acquisition by, or on behalf of, the Issuer Purchaser of the related Equipment through repossession, or (iii) a repurchase of such Receivable and any other related Purchaser Assets due to the TransferorSeller’s breach of a representation with respect to such Receivable and any other related Purchaser Assets. The Aggregate Receivable Value of Receivables and the related Equipment with respect to which the Purchaser Seller may exercise its Removal Purchase Option at any time before the Redemption Date shall not exceed ten percent (10%) % of the Aggregate Receivable Value as of the Cut-off Date. (b) Upon a Receivable becoming a Delinquent Receivable or the Obligor thereon becoming subject to a bankruptcy proceeding, the Purchaser Seller may exercise the Removal Purchase Option by providing the Issuer Purchaser at least five (5) days’ prior written notice thereof (the “Removal Purchase Option Notice”), which notice shall specify a cash exercise price at least equal to the Option Price. The Removal Purchase Option Notice shall be delivered in the manner specified in Section 2.1(a2.4(a). The exercise of any Removal Purchase Option pursuant to this clause (b) shall be irrevocable. (c) Upon exercise of a Removal Purchase Option, the Purchaser Seller shall be required to pay the Option Price specified in its Removal Purchase Option Notice to the Issuer Purchaser within ten (10) Business Days of exercising its Removal Option or, with respect to any Lease, within ten (10) Business Days of the exercising its Removal Purchase Option. The proceeds of any sale of such Receivable and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited in the Collection Account by the Purchaser Seller no later than the day before the next Payment Date. (d) In the event that a Receivable was originated by a business unit or equipment financing platform that the related Original Seller or, in the case of any Lease, the Titling Trust wishes to exit, financed under a vendor program that is terminated in the ordinary course by the related Original Seller or the Titling Trust, as applicableSeller, or is part of an Obligor relationship that the related Original Seller or, in the case such Receivable is a Lease, the Titling Trust elects to reduce or exit for risk exposure reasons in accordance with its credit and collection policies, the Issuer Purchaser shall be entitled to sell such Receivable and other related Purchaser Assets or, in the case that such Receivable is a Lease, the beneficial interest in such Lease and other related Purchaser Assets purchased by it pursuant to this Section 2.4 to a third-party for a cash price equal to the greater of (x) the Purchase Amount and (y) the fair market value of the ReceivablesReceivable. The proceeds of any sale of such Receivable or in the case of any Lease, the sale of the beneficial interest in such Lease and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited by the Purchaser (to the extent such Purchaser Assets were sold to the Purchaser) Seller no later than the day before the next Payment Date.

Removal and Sale of Purchaser Assets. (a) In the event that a Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding, the Purchaser may, with the prior written consent of the Issuer Issuer, (a “Removal Option”), ) purchase such Receivable and the other related Purchaser Assets, subject to the terms and conditions herein, from the Issuer at a price (the “Option Price”) equal to the Purchase Amount. If not exercised earlier, the Removal Option with respect to any such Receivable and the other related Purchaser Assets shall automatically terminate upon (i) in the case of a Delinquent Receivable, the related Obligor’s cure of all defaults on the Receivable, (ii) the acquisition by, or on behalf of, the Issuer of the related Equipment through repossession, or (iii) a repurchase of such Receivable and any other related Purchaser Assets due to the Transferor’s breach of a representation with respect to such Receivable and any other related Purchaser Assets. The Aggregate Receivable Value of Receivables and the related Equipment with respect to which the Purchaser may exercise its Removal Option at any time before the Redemption Date shall not exceed ten percent (10%) of the Aggregate Receivable Value as of the Cut-off Date. (b) Upon a Receivable becoming a Delinquent Receivable or the Obligor thereon becoming subject to a bankruptcy proceeding, the Purchaser may exercise the Removal Option by providing the Issuer at least five (5) days’ prior written notice thereof (the “Removal Option Notice”), which notice shall specify a cash exercise price at least equal to the Option Price. The Removal Option Notice shall be delivered in the manner specified in Section 2.1(a). The exercise of any Removal Option pursuant to this clause (b) shall be irrevocable. (c) Upon exercise of a Removal Option, the Purchaser shall be required to pay the Option Price specified in its Removal Option Notice to the Issuer within ten (10) Business Days of exercising its Removal Option or, with respect to any Lease, within ten (10) Business Days of the exercising its Removal Option. The proceeds of any sale of such Receivable and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited in the Collection Account by the Purchaser no later than the day before the next Payment Date. (d) In the event that a Receivable was originated by a business unit or equipment financing platform that the related Original Seller or, in the case of any Lease, the Titling Trust wishes to exit, financed under a vendor program that is terminated in the ordinary course by the related Original Seller or the Titling Trust, as applicable, or is part of an Obligor relationship that the related Original Seller or, in the case such Receivable is a Lease, the Titling Trust elects to reduce or exit for risk exposure reasons in accordance with its credit and collection policies, the Issuer shall be entitled to sell such Receivable and other related Purchaser Assets or, in the case that such Receivable is a Lease, the beneficial interest in such Lease and other related Purchaser Assets to a third-party for a cash price equal to the greater of (x) the Purchase Amount and (y) the fair market value of the Receivables. The proceeds of any sale of such Receivable or in the case of any Lease, the sale of the beneficial interest in such Lease and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited by the Purchaser (to the extent such Purchaser Assets were sold to the Purchaser) no later than the day before the next Payment Date.

Removal and Sale of Purchaser Assets. (a) In the event that a Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding, the Purchaser (or its assignee) may, with the prior written consent of the Issuer Issuer, (a “Removal Option”), ) purchase such Receivable and the other related Purchaser Assets, subject to the terms and conditions herein, from the Issuer at a price (the “Option Price”) equal to the Purchase Amount. The Purchaser (or its assignee) may sell, transfer, assign or otherwise convey its Removal Option with respect to any such Receivable and the other related Purchaser Assets to any party at any time after the related Receivable becomes a Delinquent Receivable or the Obligor thereon is subject to a bankruptcy proceeding. The Purchaser (or its assignee) shall notify the Issuer of such transfer and such notice shall include the transferee’s name, address, telephone number, facsimile number and appropriate contact person(s) and shall be acknowledged in writing by the transferee. If not exercised earlier, the Removal Option with respect to any such Receivable and the other related Purchaser Assets shall automatically terminate upon (i) in the case of a Delinquent Receivable, the related Obligor’s cure of all defaults on the Receivable, (ii) the acquisition by, or on behalf of, the Issuer of the related Equipment through repossession, or (iii) a repurchase of such Receivable and any other related Purchaser Assets due to the Transferor’s breach of a representation with respect to such Receivable and any other related Purchaser Assets. The Aggregate Receivable Value of Receivables and the related Equipment with respect to which the Purchaser (or its assignee) may exercise its Removal Option at any time before the Redemption Date shall not exceed ten percent (10%) of the Aggregate Receivable Value as of the Cut-off Date. (b) Upon a Receivable becoming a Delinquent Receivable or the Obligor thereon becoming subject to a bankruptcy proceeding, the Purchaser (or its assignee) may exercise the Removal Option by providing the Issuer at least five (5) days’ prior written notice thereof (the “Removal Option Notice”), which notice shall specify a cash exercise price at least equal to the Option Price. The Removal Option Notice shall be delivered in the manner specified in Section 2.1(a). The exercise of any Removal Option pursuant to this clause (b) shall be irrevocable. (c) Upon exercise of a Removal Option, the Purchaser (or its assignee) shall be required to pay the Option Price specified in its Removal Option Notice to the Issuer within ten (10) Business Days of exercising its Removal Option or, with respect to any Lease, within ten (10) Business Days of the earlier of exercising its Removal Option. The proceeds of any sale of such Receivable and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited in the Collection Account by the Purchaser (or its assignee) no later than the day before the next Payment Date. (d) In the event that a Receivable was originated by a business unit or equipment financing platform that the related Original Seller or, in the case of any Lease, the Titling Trust wishes to exit, financed under a vendor program that is terminated in the ordinary course by the related Original Seller or the Titling Trust, as applicable, or is part of an Obligor relationship that the related Original Seller or, in the case such Receivable is a Lease, the Titling Trust elects to reduce or exit for risk exposure reasons in accordance with its credit and collection policies, the Issuer shall be entitled to sell such Receivable and other related Purchaser Assets or, in the case that such Receivable is a Lease, the beneficial interest in such Lease and other related Purchaser Assets to a third-party for a cash price equal to the greater of (x) the Purchase Amount and (y) the fair market value of the ReceivablesAmount. The proceeds of any sale of such Receivable or in the case of any Lease, the sale of the beneficial interest in such Lease and other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited by the Purchaser (to the extent such Purchaser Assets were sold to the Purchaser) no later than the day before the next Payment Date.