Common use of Repurchase of Accounts Clause in Contracts

Repurchase of Accounts. It is understood and agreed that the representations and warranties set for in Articles 4, 5 and 11 shall survive the sale of the Accounts to Buyer hereunder for the Indemnification Period and the delivery of the Account Documents to Buyer and shall inure to the benefit of Buyer. Following the Closing Date, upon discovery by Buyer of a breach by GCFP or any representations or warranties which materially and adversely affects the value of any Account, then, in such event, Buyer may elect to have GCFP repurchase such Account by providing, during the Indemnification Period, written notice of, and reasonable documentation establishing, such facts to GCFP (which, with respect to the representations made by GCFP in subparagraph 4.l(viii) hereof shall include a copy of the written dealer/distributor representation, undertaking, warranty or similar obligation forming the basis for the alleged breach of representation), whereupon GCFP, subject to GCFP's right to disagree as provided below, shall repurchase promptly (and, in any event, within 15 days of receiving such notice and documentation) such Account at a price equal to fifty-two percent (52%) of the principal amount as of the Cutoff Date of such Account or Accounts to be repurchased less any principal payments received thereon by Buyer during such time Buyer owned the Account or Accounts so repurchased; provided that, except for repurchases arising from document deficiencies described in Section 2.3(iii), Seller shall have no such obligation except to the extent the aggregate value of Accounts required to be repurchased and valid indemnity claims pursuant to Section 6.2 exceed $10,000 (the "Basket") and then only to the extent of such excess. In the event GCFP disagrees with any provision in Buyer's notice or documentation delivered pursuant to this Section 6.1, GCFP shall, within 15 days of receipt of such notice, give Buyer written notice of those items in the notice with which GCFP disagrees; provided, however, that GCFP shall be obligated to remit in accordance with this Section 6. 1 to Buyer by such 15th day all payments due Buyer with respect to Accounts for which a repurchase demand has been made and which GCFP does not dispute. Buyer and GCFP each agree that they shall confer in good faith to resolve any such dispute. If, within 30 days of Buyer's receipt of GCFP's disagreement notice, the parties are unable to resolve any such dispute through good faith efforts, either party may submit such dispute to arbitration pursuant to the terms of Section 10.20 hereof. At the time of repurchase, Buyer and GCFP shall arrange for the reassignment of the Accounts to be repurchased by GCFP and the delivery to GCFP of any and all Account Materials held by Buyer, its custodian or its services relating to such Accounts. Upon completion of any such repurchase by GCFP, Buyer shall, as soon as practicable, (i) forward to GCFP all servicing records and Account Materials relating to such repurchased Accounts and (ii) such duly executed endorsement or other transfer power of Buyer as reasonably necessary or appropriate.

Repurchase of Accounts. It is understood and agreed that the representations and warranties set for in Articles 4, 5 and 11 shall survive the sale of the Accounts to Buyer hereunder for the Indemnification Period and the delivery of the Account Documents to Buyer and shall inure to the benefit of Buyer. Following the Closing Date, upon discovery by Buyer of a breach by GCFP or any representations or warranties which materially and adversely affects the value of any Account, then, in such event, Buyer may elect to have GCFP repurchase such Account by providing, during the Indemnification Period, written notice of, and reasonable documentation establishing, such facts to GCFP (which, with respect to the representations made by GCFP in subparagraph 4.l(viii) hereof shall include a copy of the written dealer/distributor representation, undertaking, warranty or similar obligation forming the basis for the alleged breach of representation), whereupon GCFP, subject to GCFP's right to disagree as provided below, shall repurchase promptly (and, in any event, within 15 days of receiving such notice and documentation) such Account at a price equal to fifty-two percent (52%) of the principal amount as of the Cutoff Date of such Account or Accounts to be repurchased less any principal payments received thereon by Buyer during such time Buyer owned the Account or Accounts so repurchased; provided that, except for repurchases arising from document deficiencies described in Section 2.3(iii), Seller shall have within five (5) Business Days of demand by Purchaser repurchase any Purchased Account that Purchaser determines at any time is uncollectible for any reason or is otherwise no such obligation except to the extent the aggregate value of Accounts required to be repurchased and valid indemnity claims pursuant to Section 6.2 exceed $10,000 (the "Basket") and then only to the extent of such excess. In the event GCFP disagrees with any provision in Buyer's notice or documentation delivered pursuant to this Section 6.1, GCFP shall, within 15 days of receipt of such notice, give Buyer written notice of those items in the notice with which GCFP disagreeslonger an Eligible Account; provided, however, that GCFP shall be obligated Purchaser hereby foregoes and waives in advance any right hereunder to remit require such repurchase by Seller where the sole reason the Account Debtor has failed to pay any amounts due in accordance with this Section 6. 1 respect of such Purchased Account is due to Buyer by such 15th day all payments Account Debtor being Insolvent (such nonpayment, an “Insolvency Default”) or due Buyer with respect to Accounts for which a repurchase demand has been made and which GCFP does not dispute. Buyer and GCFP each agree that they shall confer in good faith to resolve any such dispute. If, within 30 days of Buyer's receipt of GCFP's disagreement notice, the parties are unable to resolve any such dispute through good faith efforts, either party may submit such dispute to arbitration pursuant to the terms Credit Risk of Section 10.20 hereofsuch Account Debtor and/or any other Payor, provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any Dispute. At For the time avoidance of repurchasedoubt, Buyer and GCFP shall arrange for Purchaser hereby assumes and, upon Purchaser’s purchase of any Purchased Account, Purchaser shall, to the reassignment of extent such Purchased Account exceeds Seller’s Reserve Accounts, bear the Accounts to be repurchased by GCFP and the delivery to GCFP risk of any and all losses, costs, expenses or claims arising from any Insolvency Default by or Credit Risk of an Account Materials held by BuyerDebtor that is not an Affiliate of Seller. In the event Seller is required to repurchase a Purchased Account hereunder, its custodian or its services Seller shall pay to Purchaser on demand the then unpaid amount due on the Purchased Account, together with any accrued but unpaid fees relating to such Accountsthe Purchased Account. Upon completion Purchaser shall retain its security interest in any Purchased Account repurchased by Xxxxxx. Notwithstanding anything to the contrary herein, upon the occurrence of any Dispute or any failure by any Account Debtor and/or Payor to make a payment in connection with any Purchased Account that is not directly related to Credit Risk, Seller shall repurchase such Purchased Account immediately upon Purchaser’s request for the full amount of the original Purchase Price, less any amounts already collected by Purchaser from the applicable Account Debtor and/or Payor(s). In furtherance of the foregoing, Seller hereby acknowledges and agrees that Purchaser may set off any amounts owing to Seller from Purchaser in connection with Xxxxxx’s repurchase by GCFP, Buyer shall, as soon as practicable, (i) forward to GCFP all servicing records and Account Materials relating to such repurchased Accounts and (ii) such duly executed endorsement or other transfer power of Buyer as reasonably necessary or appropriateobligations hereunder.

Repurchase of Accounts. It Seller shall within five (5) Business Days of demand by Purchaser repurchase any Purchased Account that is understood and agreed an Ineligible Account or become subject to a Dispute that has not been resolved by the due date therefor; provided that the representations and warranties set for in Articles 4, 5 and 11 Seller shall survive not be required to so repurchase where the sale of the Accounts to Buyer hereunder for the Indemnification Period and the delivery of sole reason the Account Documents Debtor has failed to Buyer and shall inure pay any amounts due in respect of such Purchased Account is due to such Account Debtor being Insolvent (such nonpayment, an “Insolvency Default”) or due to the benefit of Buyer. Following the Closing Date, upon discovery by Buyer of a breach by GCFP or any representations or warranties which materially and adversely affects the value of any Account, then, in such event, Buyer may elect to have GCFP repurchase such Account by providing, during the Indemnification Period, written notice of, and reasonable documentation establishing, such facts to GCFP (which, with respect to the representations made by GCFP in subparagraph 4.l(viii) hereof shall include a copy of the written dealer/distributor representation, undertaking, warranty or similar obligation forming the basis for the alleged breach of representation), whereupon GCFP, subject to GCFP's right to disagree as provided below, shall repurchase promptly (and, in any event, within 15 days of receiving such notice and documentation) such Account at a price equal to fifty-two percent (52%) of the principal amount as of the Cutoff Date Credit Risk of such Account Debtor and/or any other Payor, provided that such Account Debtor and/or Payor has received and accepted the related goods or Accounts to be repurchased less services without any principal payments received thereon by Buyer during such time Buyer owned Dispute. For the Account or Accounts so repurchased; provided thatavoidance of doubt, except for repurchases arising from document deficiencies described in Section 2.3(iii)Purchaser hereby assumes and, Seller shall have no such obligation except upon Purchaser’s purchase of any Purchased Account, Purchaser shall, to the extent such Purchased Account exceeds the aggregate value Required Reserve Amount, bear the risk of Accounts required to be repurchased any and valid indemnity all losses, costs, expenses or claims pursuant to Section 6.2 exceed $10,000 (the "Basket") and then only to the extent arising from any Insolvency Default by or Credit Risk of such excessan Account Debtor that is not an Affiliate of Seller. In the event GCFP disagrees Seller is required to repurchase a Purchased Account hereunder, Purchaser shall charge the Reserve Account for the then unpaid Face Amount on the Purchased Account, together with any provision in Buyer's notice or documentation delivered pursuant to this Section 6.1, GCFP shall, within 15 days of receipt of such notice, give Buyer written notice of those items in the notice with which GCFP disagrees; provided, however, that GCFP shall be obligated to remit in accordance with this Section 6. 1 to Buyer by such 15th day all payments due Buyer with respect to Accounts for which a repurchase demand has been made and which GCFP does not dispute. Buyer and GCFP each agree that they shall confer in good faith to resolve any such dispute. If, within 30 days of Buyer's receipt of GCFP's disagreement notice, the parties are unable to resolve any such dispute through good faith efforts, either party may submit such dispute to arbitration pursuant accrued but unpaid fees relating to the terms of Section 10.20 hereofPurchased Account. At the time of repurchase, Buyer and GCFP Purchaser shall arrange for the reassignment release its security interest in any Purchased Account repurchased by Xxxxxx. In furtherance of the Accounts foregoing, Seller hereby acknowledges and agrees that Purchaser may set off any amounts owing to be repurchased by GCFP and the delivery to GCFP of any and all Account Materials held by Buyer, its custodian or its services relating to such Accounts. Upon completion of any such Seller from Purchaser in connection with Xxxxxx’s repurchase by GCFP, Buyer shall, as soon as practicable, (i) forward to GCFP all servicing records and Account Materials relating to such repurchased Accounts and (ii) such duly executed endorsement or other transfer power of Buyer as reasonably necessary or appropriateobligations hereunder.

Repurchase of Accounts. It is understood and agreed that the representations and warranties set for in Articles 4, 5 and 11 shall survive the sale of the Accounts to Buyer hereunder for the Indemnification Period and the delivery of the Account Documents to Buyer and shall inure to the benefit of Buyer. Following the Closing Date, upon discovery by Buyer of a breach by GCFP or any representations or warranties which materially and adversely affects the value of any Account, then, in such event, Buyer may elect to have GCFP repurchase such Account by providing, during the Indemnification Period, written notice of, and reasonable documentation establishing, such facts to GCFP (which, with respect to the representations made by GCFP in subparagraph 4.l(viii) hereof shall include a copy of the written dealer/distributor representation, undertaking, warranty or similar obligation forming the basis for the alleged breach of representation), whereupon GCFP, subject to GCFP's right to disagree as provided below, shall repurchase promptly (and, in any event, within 15 days of receiving such notice and documentation) such Account at a price equal to fifty-two percent (52%) of the principal amount as of the Cutoff Date of such Account or Accounts to be repurchased less any principal payments received thereon by Buyer during such time Buyer owned the Account or Accounts so repurchased; provided that, except for repurchases arising from document deficiencies described in Section 2.3(iii), Seller shall have within five (5) Business Days of demand by Purchaser repurchase any Purchased Account that Purchaser determines at any time is uncollectible for any reason or is otherwise no such obligation except to the extent the aggregate value of Accounts required to be repurchased and valid indemnity claims pursuant to Section 6.2 exceed $10,000 (the "Basket") and then only to the extent of such excess. In the event GCFP disagrees with any provision in Buyer's notice or documentation delivered pursuant to this Section 6.1, GCFP shall, within 15 days of receipt of such notice, give Buyer written notice of those items in the notice with which GCFP disagreeslonger an Eligible Account; provided, however, that GCFP shall be obligated Purchaser hereby foregoes and waives in advance any right hereunder to remit require such repurchase by Seller where the sole reason the Account Debtor has failed to pay any amounts due in accordance with this Section 6. 1 respect of such Purchased Account is due to Buyer by such 15th day all payments Account Debtor being Insolvent (such nonpayment, an “Insolvency Default”) or due Buyer with respect to Accounts for which a repurchase demand has been made and which GCFP does not dispute. Buyer and GCFP each agree that they shall confer in good faith to resolve any such dispute. If, within 30 days of Buyer's receipt of GCFP's disagreement notice, the parties are unable to resolve any such dispute through good faith efforts, either party may submit such dispute to arbitration pursuant to the terms Credit Risk of Section 10.20 hereofsuch Account Debtor and/or any other Payor, provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any Dispute. At For the time avoidance of repurchasedoubt, Buyer and GCFP shall arrange for Purchaser hereby assumes and, upon Purchaser’s purchase of any Purchased Account, Purchaser shall, to the reassignment of extent such Purchased Account exceeds Seller’s Reserve Accounts, bear the Accounts to be repurchased by GCFP and the delivery to GCFP risk of any and all losses, costs, expenses or claims arising from any Insolvency Default by or Credit Risk of an Account Materials held by BuyerDebtor that is not an Affiliate of Seller. In the event Seller is required to repurchase a Purchased Account hereunder, its custodian or its services Seller shall pay to Purchaser on demand the then unpaid amount due on the Purchased Account, together with any accrued but unpaid fees relating to such Accountsthe Purchased Account. Upon completion Purchaser shall retain its security interest in any Purchased Account repurchased by Sxxxxx. Notwithstanding anything to the contrary herein, upon the occurrence of any Dispute or any failure by any Account Debtor and/or Payor to make a payment in connection with any Purchased Account that is not directly related to Credit Risk, Seller shall repurchase such Purchased Account immediately upon Purchaser’s request for the full amount of the original Purchase Price, less any amounts already collected by Purchaser from the applicable Account Debtor and/or Payor(s). In furtherance of the foregoing, Seller hereby acknowledges and agrees that Pxxxxxxxx may set off any amounts owing to Seller from Purchaser in connection with Sxxxxx’s repurchase by GCFP, Buyer shall, as soon as practicable, (i) forward to GCFP all servicing records and Account Materials relating to such repurchased Accounts and (ii) such duly executed endorsement or other transfer power of Buyer as reasonably necessary or appropriateobligations hereunder.