Repurchase of Certain Receivables. (a) On each day during a Settlement Period, each Seller shall in respect of the SCC Receivable Pool and Lease Receivable Pool be deemed to have immediately repurchased from the Collateral Agent on behalf of the Purchasers any Receivables that become Aged Receivables on such day, and the Collateral Agent on behalf of the Purchasers shall convey (without any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectible, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom. (b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables. (c) For purposes of this Section:
Appears in 2 contracts
Samples: Receivables Purchase Agreement (SPRINT Corp), Receivables Purchase Agreement (SPRINT Corp)
Repurchase of Certain Receivables. (ai) On The Borrower and the Servicer, as applicable, upon obtaining knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereof by the Borrower or the Second Tier Purchase Agreement by Regional Management with respect to such Receivable at the time such representation or warranty was made, shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was determined. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each day during such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) or in the Second Tier Purchase Agreement, as applicable, are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Settlement PeriodSubstitute Receivable for each such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable and (ii) in the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1C SUBI Servicing Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Repurchase of Certain Receivables. (a) On each day during a Settlement PeriodThe Borrower and the Servicer, as applicable, shall inform the Administrative Agent, each Seller Agent and each Lender promptly, in writing, upon knowledge that any Receivable is an Ineligible Receivable and disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such Receivable was determined to be an Ineligible Receivable. Unless waived by the Required Lenders, the Servicer shall deliver to the Borrower a written demand to cause Regional Management to (i) reacquire the affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (ii) substitute a Substitute Receivable for such affected Receivable, in each case on or before the next Payment Date relating to the Collection Period in which such Receivable was determined to be an Ineligible Receivable. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable Without limiting Sections 5.05(a) or 5.05(d), with respect to each conveyance payable on any Receivable for which the Settlement Date Custodian Certification has identified any exception (which exception, in respect the case of any Settlement Period shall be comprised clause (d) of Section 9.07(b)(2), represents a variance of more than 1.00% and, in the case of clause (e) of Section 9.07(b)(2), represents a variance of more than 25 basis points), which has not been corrected by the Borrower or the Servicer in a manner acceptable to, or waived in writing by, the Administrative Agent (acting at the direction of the Required Lenders) by the later of (i) the Funding Advance Rate tenth (10th) Business Day following the Image File Custodian’s delivery of the related Custodian Certification for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus Receivable and (ii) the remaining Unpaid Balance thirtieth (30th) calendar day following the Funding Date for such Receivable (the later of such Aged Receivables after application of clause the dates set forth in clauses (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above above, a “Certification Repurchase Date”), then the Borrower shall be paid by remove or cause the Seller through removal of the extinguishment related Receivable from the Collateral, and the Borrower shall acquire and repurchase, respectively, such Receivable from the Collateral and deposit the Release Price into the Collection Account on or before the earlier of its right (x) the immediately succeeding Payment Date after such Certification Repurchase Date and (y) the fifteenth (15th) calendar day after such Certification Repurchase Date. None of the Image File Custodian, the Backup Servicer or Account Bank is responsible for monitoring or enforcing repurchase requirements. Other than a review in accordance with Section 9.07(c) with respect to payment on each Initial Receivable and any Subsequent Receivable, the remaining Unpaid Balance Image File Custodian shall have no duty or obligation to review any of such Aged Receivablesthe Imaged Files.
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.05(a).
(e) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a), (b) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2017-1A SUBI Servicing Agreement.
Appears in 2 contracts
Samples: Omnibus Amendment (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Repurchase of Certain Receivables. (a) On Upon obtaining actual knowledge of a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Borrower with respect to a Receivable at the time such representation or warranty was made, the Borrower and the Servicer shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was discovered. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure such breach in all material respects, such that the representations and warranties contained in Section 5.01(ff) are true and correct with respect to each day during affected Receivable, (B) reacquire each affected Receivable for the related Release Price, as provided in the Second Tier Purchase Agreement or (C) substitute a Settlement PeriodSubstitute Receivable for such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, and (ii) in the event that Regional Management has not cured a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of such breach, Regional Management shall reacquire or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.04, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables[Reserved].
(c) For purposes The Administrative Agent shall have the right to enforce all rights of this Section:the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity of each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.04(a).
(e) In the event that the Servicer identifies aan unaffiliated third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.04(a), and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.04(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the unaffiliated third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) Upon written notice (which may be electronic) to the Administrative Agent of a Nonperforming Loan Sale, the Servicer may identify an unaffiliated third party to purchase the Nonperforming Loan Sale Receivables and the Servicer shall make a deposit of the Nonperforming Loan Sale Release Price for such Nonperforming Loan Sale Receivables into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Nonperforming Loan Sale Receivables as described in Section 5.04(a) so that the Servicer, on its own behalf, can sell the Nonperforming Loan Sale Receivables. Upon the release to the Borrower of such Nonperforming Loan Sale Receivables, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Nonperforming Loan Sale Receivables and all future monies due or to become due with respect thereto, all proceeds of such Nonperforming Loan Sale Receivables and Liquidation Proceeds relating thereto, all rights to security for any such Nonperforming Loan Sale Receivables, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Nonperforming Loan Sale Release Price).
Appears in 2 contracts
Samples: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Repurchase of Certain Receivables. (a) On Upon obtaining actual knowledge of a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Borrower with respect to a Receivable at the time such representation or warranty was made, the Borrower and the Servicer shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was discovered. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure such breach in all material respects, such that the representations and warranties contained in Section 5.01(ff) are true and correct with respect to each day during affected Receivable, (B) reacquire each affected Receivable for the related Release Price, as provided in the Second Tier Purchase Agreement or (C) substitute a Settlement PeriodSubstitute Receivable for such affected Receivable, in each Seller case. In the event that Regional Management has not cured a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of such breach, Regional Management shall reacquire or substitute each such affected Receivable by such date as set forth herein. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables[Reserved].
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.05(a).
(e) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a), (b) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1B SUBI Servicing Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Repurchase of Certain Receivables. (a) On each day during a Settlement Period, each Seller shall in respect of the SCC Receivable Pool Pool, the Lease Receivable Pool, and the MTM Lease Receivable Pool be deemed to have immediately repurchased from the Collateral Agent on behalf of the Purchasers any Receivables that become Aged Receivables on such day, and the Collateral Agent on behalf of the Purchasers shall convey (without any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectible, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool Pool, the Lease Receivable Pool, or the MTM Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event Event, or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom.
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables.
(c) For purposes of this Section:
Appears in 1 contract
Repurchase of Certain Receivables. (a) On each day during a Settlement PeriodThe Borrower and the Servicer, as applicable, shall inform the Administrative Agent, each Seller Agent and each Lender promptly, in writing, upon knowledge that any Receivable is an Ineligible Receivable and disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such Receivable was determined to be an Ineligible Receivable. Unless waived by the Required Lenders, the Servicer shall deliver to the Borrower a written demand to cause Regional Management to (i) reacquire the affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (ii) substitute a Substitute Receivable for such affected Receivable, in each case on or before the next Payment Date relating to the Collection Period in which such Receivable was determined to be an Ineligible Receivable. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable Without limiting Sections 5.05(a) or 5.05(d), with respect to each conveyance payable on any Receivable for which the Settlement Date Custodian Certification has identified any exception (which exception, in respect the case of any Settlement Period shall be comprised clause (d) of Section 9.07(b)(2), represents a variance of more than 1.00% and, in the case of clause (e) of Section 9.07(b)(2), represents a variance of more than 25 basis points), which has not been corrected by the Borrower or the Servicer in a manner acceptable to, or waived in writing by, the Administrative Agent (acting at the direction of the Required Lenders) by the later of (i) the Funding Advance Rate tenth (10th) Business Day following the Image File Custodian’s delivery of the related Custodian Certification for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus Receivable and (ii) the remaining Unpaid Balance thirtieth (30th) calendar day following the Funding Date for such Receivable (the later of such Aged Receivables after application of clause the dates set forth in clauses (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above above, a “Certification Repurchase Date”), then the Borrower shall be paid by remove or cause the Seller through removal of the extinguishment related Receivable from the Collateral, and the Borrower shall acquire and repurchase, respectively, such Receivable from the Collateral and deposit the Release Price into the Collection Account on or before the earlier of its right (x) the immediately succeeding Payment Date after such Certification Repurchase Date and (y) the fifteenth (15th) calendar day after such Certification Repurchase Date. None of the Image File Custodian, the Backup Servicer or Account Bank is responsible for monitoring or enforcing repurchase requirements. Other than a review in accordance with Section 9.07(c) with respect to payment on each Initial Receivable and any Subsequent Receivable, the remaining Unpaid Balance Image File Custodian shall have no duty or obligation to review any of such Aged Receivablesthe Imaged Files.
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.05(a).
(e) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a), (b) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2017-1A SUBI Servicing Agreement. ARTICLE SIX
Appears in 1 contract
Samples: Credit Agreement
Repurchase of Certain Receivables. (ai) On The Borrower and the Servicer, as applicable, upon obtaining knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereof by the Borrower or the Second Tier Purchase Agreement by Regional Management with respect to such Receivable at the time such representation or warranty was made, shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was determined. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each day during such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) or in the Second Tier Purchase Agreement, as applicable, are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Settlement PeriodSubstitute Receivable for each such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable and (ii) in the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1C SUBI Servicing Agreement.
Appears in 1 contract
Repurchase of Certain Receivables. (a) On Upon obtaining actual knowledge of a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Borrower with respect to a Receivable at the time such representation or warranty was made, the Borrower and the Servicer shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was discovered. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure such breach in all material respects, such that the representations and warranties contained in Section 5.01(ff) are true and correct with respect to each day during affected Receivable, (B) reacquire each affected Receivable for the related Release Price, as provided in the Second Tier Purchase Agreement or (C) substitute a Settlement PeriodSubstitute Receivable for such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable. In the event that Regional Management has not cured a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of such breach, Regional Management shall reacquire or substitute each such affected Receivable by such date as set forth herein. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.04, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables[Reserved].
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.04(a).
(e) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.04(a), (b) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.04(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.04(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.04 shall be effected pursuant to, and in accordance with, the 2021-1B SUBI Servicing Agreement.
Appears in 1 contract
Samples: Credit Agreement and Account Control Agreement (Regional Management Corp.)
Repurchase of Certain Receivables. (a) On each day during a Settlement Period, each Seller shall in respect If any Receivable is an Ineligible Receivable as of the SCC Closing Date or the Effective Date (including if the related Certificate of Title is not delivered to the Collateral Custodian within 90 days of the Closing Date or the Effective Date), as the case may be, after the earlier of 30 days after (i) the date the Borrower has knowledge that such Receivable Pool is an Ineligible Receivable and Lease (ii) receipt by the Borrower from the Administrative Agent or the Servicer of written notice thereof (which notice the Servicer shall be required to give promptly upon knowledge thereof), the Borrower shall accept the release of each such Receivable, and the Administrative Agent shall be deemed, upon receipt of the Release Price, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such Receivable Pool from the Administrative Agent. On and after the date of release, the Receivable so released shall not be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such Receivable, the Administrative Agent shall automatically and without further action be deemed to have immediately repurchased from transfer, assign and set-over to the Collateral Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds and Insurance Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Collateral Agent on behalf of Borrower to effect the Purchasers shall convey (without any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectible, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end release of such Settlement Period in accordance with the following provisions of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables Receivable pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefromsubsection.
(b) The repurchase price applicable to each conveyance payable on In the Settlement Date in respect of any Settlement Period shall be comprised case of (i) the Funding Advance Rate for such Aged Receivables times Initial Receivables, prior to the aggregate Unpaid Balance of such Aged Receivables plus Closing Date, or (ii) the remaining Unpaid Balance Effective Date Receivables, 30 days after the Effective Date Receivables are delivered to the Collateral Custodian, which shall in no event exceed 120 days after the Effective Date, the Collateral Custodian shall have reviewed the related Receivable Files to verify the presence of the original Receivable and a Certificate of Title (or, if the original certificate of title has not yet been issued, copies of correspondence or application to the applicable Registrar of titles, and all related documentation, for issuance of the original certificate of title) with respect to the related Financed Vehicle and, upon completion of such Aged Receivables review, shall have delivered to the Administrative Agent a Receivable Receipt. With respect to any Contract for which any of the foregoing documents has not been delivered to the Collateral Custodian or corrected within 30 days of the Closing Date or 120 days after application the Effective Date, as the case may be, in a manner acceptable to the Administrative Agent, the Borrower shall remove or cause the removal of clause (i) abovethe related Receivable from the Collateral, and the Borrower shall acquire and repurchase, respectively, such Receivable from the Collateral and deposit the Release Price into the Collection Account. The amount in clause (i) Collateral Custodian is not responsible for monitoring or enforcing repurchase requirements. Other than the foregoing review, the Collateral Custodian shall be paid by have no duty or obligation to review any of the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at Receivable Files. The Servicer may review the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on Receivable Files following the applicable Settlement Date from any other funds not constituting Collections, available delivery to the Seller at such timeAdministrative Agent and Collateral Custodian of a written request. The amount Within 15 days following the end of each month, until February 29, 2016 in clause (ii) above the case of the Initial Receivables and until March 15, 2018 in the case of the Effective Date Receivables, the Collateral Custodian shall be paid by deliver to the Seller through Administrative Agent and the extinguishment Servicer a list of all related Receivables for which it does not have in its right to payment on possession the remaining Unpaid Balance related Certificate of such Aged ReceivablesTitle.
(c) For purposes of this Section:
Appears in 1 contract
Repurchase of Certain Receivables. (ai) On The Borrower and the Servicer, as applicable, upon obtaining knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereof by the Borrower or the Second Tier Purchase Agreement by Regional Management with respect to such Receivable at the time such representation or warranty was made, shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was determined. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each day during such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) or in the Second Tier Purchase Agreement, as applicable, are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Settlement PeriodSubstitute Receivable for each such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable and (ii) in the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from 100 represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d). 101
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1C SUBI Servicing Agreement. 102
Appears in 1 contract
Repurchase of Certain Receivables. (a) On each day during a Settlement PeriodThe Borrower and the Servicer, as applicable, shall inform the Administrative Agent, the Collateral Agent, each Seller Agent and each Lender promptly, in writing, upon knowledge that any Receivable is an Ineligible Receivable and disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such Receivable was determined to be an Ineligible Receivable. Unless waived by the Required Lenders, the Servicer shall deliver to the Borrower a written demand to cause the Originators to (i) reacquire the affected Receivable, for the related Release Price, as provided in the Purchase Agreement, or (ii) substitute a Substitute Receivable for such affected Receivable, in each case on or before the earlier of (x) the next Payment Date following the Collection Period in which such Receivable was determined to be an Ineligible Receivable or (y) if such Payment Date mentioned in clause (x) is more than thirty (30) days following the date that such Receivable was determined to be an Ineligible Receivable, the date that is thirty (30) days after such Receivable was determined to be an Ineligible Receivable. The Collateral Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower and the Borrower Loan Trustee for the benefit of the Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower and the Borrower Loan Trustee for the benefit of the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In consideration of a release, (i) in the case of a repurchased Receivable, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction and (ii) in the case of a substituted Receivable, include the Substitute Receivable Pool as part of the Collateral hereunder. Upon each release to the Borrower and Lease the Borrower Loan Trustee for the benefit of the Borrower of such an affected Receivable, the Collateral Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower and the Borrower Loan Trustee for the benefit of the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent in, to and under such Receivable Pool and all future monies due or to become due with respect thereto (as of the end of the Collection Period immediately prior to the date of repurchase or substitution), all proceeds of such Receivable and Net Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.06, the Borrower shall be deemed to have immediately repurchased from represented, as of the related date of substitution, that such Substitute Receivable is an Eligible Receivable. In any of the foregoing instances, the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. The Administrative Agent shall direct the Collateral Agent, at the sole expense of the Originators, to execute such documents and instruments of release as may be prepared by SouthernCo on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower or the Borrower Loan Trustee to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent, the Collateral Agent, the Backup Servicer and each Agent on behalf an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable Without limiting Sections 5.06(a), 5.06(c) or 5.06(d), with respect to each conveyance payable on any Receivable for which the Settlement Date Custodian Certification has identified any exception (which exception, in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application case of clause (id) above. The amount of Section 9.07(b)(2), represents a variance of more than 20 basis points (0.20%) and, in the case of clause (e) of Section 9.07(b)(2), represents a variance of more than 20 basis points (0.20%)), which has not been corrected by the Borrower or the Servicer in a manner acceptable to, or waived in writing by, the Administrative Agent (acting at the direction of the Required Lenders) on or before the earlier of (x) the next Payment Date following the Collection Period in which the Image File Custodian delivered the related Custodian Certification for such Receivable or (y) if such Payment Date mentioned in clause (ix) shall be paid by is more than thirty (30) days following the Seller date that the Image File Custodian delivered the related Custodian Certification for such Receivable, the date that is thirty (A30) first, as days following the date that the Image File Custodian delivered the related Custodian Certification for such Receivable (a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above“Certification Repurchase Date”), in cash by then the Borrower shall remove or cause the removal of the related Receivable from the Collateral, and the Borrower shall acquire and repurchase, respectively, such Receivable from the Collateral and deposit to a Lock-box the Release Price into the Collection Account on or before the applicable Settlement Date from Certification Repurchase Date. None of the Collateral Agent, the Image File Custodian, the Backup Servicer, Paying Agent or Borrower Loan Trustee is responsible for monitoring or enforcing repurchase requirements. Other than a review in accordance with Section 9.07(c), with respect to each Initial Receivable and any other funds not constituting CollectionsSubsequent Receivable, available the Image File Custodian shall have no duty or obligation to review any of the Imaged Files. Upon each release to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance Servicer of such Aged Receivablesan affected Receivable, the Collateral Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Servicer, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent in, to and under such Receivable and all future monies due or to become due with respect thereto (as of the end of the Collection Period immediately prior to the date of repurchase or substitution), all proceeds of such Receivable and Net Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price).
(c) For purposes The Collateral Agent (at the direction of the Administrative Agent or the Required Lenders) shall have the right to enforce all rights of the Borrower and the Borrower Loan Trustee under the Purchase Agreement including the right to require the Originators to repurchase Receivables for breaches of representations and warranties made by the Originators.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, a Responsible Officer of the Collateral Agent, any Lender, the Borrower or the Borrower Loan Trustee of written notice thereof, the Servicer shall (A) disclose the identity of each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower and the Borrower Loan Trustee for the benefit of the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.06(a). Upon each release to the Servicer of such an affected Receivable, the Collateral Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Servicer, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent in, to and under such Receivable and all future monies due or to become due with respect thereto (as of the end of the Collection Period immediately prior to the date of repurchase or substitution), all proceeds of such Receivable and Net Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). The Servicer’s repurchase described in this Section 5.06(d) shall be the sole remedy (other than any indemnification obligations herein) for the Servicer’s breach of a servicing covenant pursuant to Section 7.03(c)(i).
(e) In the event that the Servicer identifies a third party to purchase a Charged-Off Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.06(a), (b) and (d)), the Servicer shall make a deposit of the Charged-Off Receivable Release Price for such Charged-Off Receivable into the Collection Account in immediately available funds, and the Borrower and the Borrower Loan Trustee for the benefit of the Borrower shall accept the release of such Charged-Off Receivable as described in Section 5.06(a) so that the Servicer, on its own behalf, can then sell such Charged-Off Receivable to the third party purchaser. Upon the release to the Borrower and the Borrower Loan Trustee of such Charged-Off Receivable, the Collateral Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower and the Borrower Loan Trustee for the benefit of the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent in, to and under such Charged-Off Receivable and all future monies due or to become due with respect thereto, all proceeds of such Charged-Off Receivable and Net Liquidation Proceeds relating thereto, all rights to security for any such Charged-Off Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Charged-Off Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Collateral Agent, the Backup Servicer, the Administrative Agent and each Lender on the Monthly Report of any release of Receivables pursuant to Sections 5.06(a), (b), (d) and (e).
(g) Notwithstanding anything to the contrary in this Agreement, without the consent of the Administrative Agent, the Collateral Agent, any Agent or any Lender and subject to the satisfaction of the conditions set forth below, the Borrower may sell and transfer any Receivable that is not an Eligible Receivable following the Funding Date with respect to such Receivable to the related Originator in exchange for the related Originator paying the Release Price of such Receivable to the Borrower. Such sale shall occur on any Business Day as agreed to by the Borrower and such Originator and Borrower shall deliver to the Administrative Agent and the Collateral Agent (1) a written notice prior to such date of sale attaching a schedule identifying the Receivables to be released from the Lien of this Section:Agreement, and (2) a report as of such date that, after giving effect to such sale, the amount of all Loans Outstanding that are Class A Loans does not exceed the Class A Borrowing Base and the aggregate amount of all Loans Outstanding does not exceed the Total Borrowing Base (each calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); provided, that no such sale and transfer of any such Receivable shall be permissible or effective if the aggregate principal balance of all Receivables purchased by the Originators in connection with this Section 5.06(g) and with Section 5.06(h) as of the date of such sale and transfer exceeds 10% of the aggregate principal balance of all Receivables acquired by Borrower during the term of this Agreement as of the date of such sale and transfer. The proceeds of any such sale and transfer of any Receivable under this paragraph shall be deposited directly into the Collection Account on the date of such sale and the Collateral Agent’s Lien on such sold Receivables shall be automatically released upon deposit therein.
(h) In connection with a Securitization pursuant to Section 2.15, the Borrower shall have the right to designate specific Receivables included in the Collateral on the related Securitization Date that shall be excluded from the Receivables being measured in clauses (i), (ii), (iii), (iv), (v), (vi) and (viii) of the definition of each of “Level I Trigger Event”, “Level II Trigger Event” and “Level III Trigger Event”, by delivering a schedule of such Receivables to the Administrative Agent on such Securitization Date (such Receivables, the “Specified Delinquent Receivables”), provided that the following conditions are satisfied: (x) the Specified Delinquent Receivables shall be limited to the Specified Percentage multiplied by the number of Delinquent Receivables (61+ Days) included in the Collateral as of such Securitization Date; provided, that, if the Receivables being released from the Lien of the Collateral Agent in connection with such Securitization do not include Delinquent Receivables (31+ Days), then such Specified Delinquent Receivables shall be limited to the Specified Percentage multiplied by the number of Delinquent Receivables (31+ Days) included in the Collateral as of such Securitization Date, and (y) no adverse selection procedures shall have been used by the Borrower with respect to designating the Specified Delinquent Receivables, including, without limitation, that Receivables were designated pro rata across the related aging buckets. At the Administrative Agent’s request, the Borrower shall cause the related Originator to, within five (5) Business Days of such request, repurchase the Specified Delinquent Receivables for an amount equal to the aggregate Principal Balance of such Receivables (as of the last day of the month preceding such request), plus accrued and unpaid interest on such Receivables (at the related APRs) through the date of purchase and all related Breakage Costs, and deposit such amounts into the Collection Account in immediately available funds; provided, that no such sale and transfer of any such Specified Delinquent Receivable shall be permissible or effective if the aggregate principal balance of all Receivables purchased by the Originators in connection with this Section 5.06(h) and with Section 5.06(g) as of the date of such sale and transfer exceeds 10% of the aggregate principal balance of all Receivables acquired by Borrower during the term of this Agreement as of the date of such sale and transfer.
Appears in 1 contract
Repurchase of Certain Receivables. (a) On Upon obtaining actual knowledge of a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Borrower with respect to a Receivable at the time such representation or warranty was made, the Borrower and the Servicer shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was discovered. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure such breach in all material respects, such that the representations and warranties contained in Section 5.01(ff) are true and correct with respect to each day during affected Receivable, (B) reacquire each affected Receivable for the related Release Price, as provided in the Second Tier Purchase Agreement or (C) substitute a Settlement PeriodSubstitute Receivable for such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, and (ii) in the event that Regional Management has not cured a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of such breach, Regional Management shall reacquire or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.04, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables[Reserved].
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity of each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.04(a).
(e) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.04(a), and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.04(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.04(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.04 shall be effected pursuant to, and in accordance with, the 2023-1B SUBI Servicing Agreement.
Appears in 1 contract
Repurchase of Certain Receivables. (ai) On The Borrower and the Servicer, as applicable, upon obtaining knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereof by the Borrower or the Second Tier Purchase Agreement by Regional Management with respect to such Receivable at the time such representation or warranty was made, shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was determined. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each day during such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) or in the Second Tier Purchase Agreement, as applicable, are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Settlement PeriodSubstitute Receivable for each such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable and (ii) in the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower LEGAL02/41783784v7 LEGAL02/42659596v2 and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina LEGAL02/41783784v7 LEGAL02/42659596v2 Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1C SUBI Servicing Agreement. LEGAL02/41783784v7 LEGAL02/42659596v2 ARTICLE SIX COVENANTS
Appears in 1 contract
Repurchase of Certain Receivables. (a) On Upon obtaining actual knowledge of a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Borrower with respect to a Receivable at the time such representation or warranty was made, the Borrower and the Servicer shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was discovered. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure such breach in all material respects, such that the representations and warranties contained in Section 5.01(ff) are true and correct with respect to each day during affected Receivable, (B) reacquire each affected Receivable for the related Release Price, as provided in the Second Tier Purchase Agreement or (C) substitute a Settlement PeriodSubstitute Receivable for such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable. In the event that Regional Management has not cured a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of such breach, Regional Management shall reacquire or substitute each such affected Receivable by such date as set forth herein. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.055.04, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables[Reserved].
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.055.04(a).
(e) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.055.04(a), (b) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.055.04(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.055.04(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.055.04 shall be effected pursuant to, and in accordance with, the 2021-1B SUBI Servicing Agreement.
Appears in 1 contract
Repurchase of Certain Receivables. (a) On each day during a Settlement PeriodIf any Receivable is (i) an Ineligible Receivable, each Seller shall in respect for more than 30 days after the Closing Date (including if the related Certificate of Title is not delivered to the Collateral Custodian within 90 days of the SCC Closing Date) or (ii) a Texas Receivable, no later than the date which is five Business Days (or the Business Day, in the case of a Texas Receivable) after the earlier of (A) the date the Borrower has knowledge that such Receivable Pool is an Ineligible Receivable or a Texas Receivable and Lease (B) receipt by the Borrower from the Administrative Agent or the Servicer of written notice thereof (which notice the Servicer shall be required to give promptly upon knowledge thereof), the Borrower shall accept the release of each such Receivable, and the Administrative Agent shall be deemed, upon receipt of the Release Price, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such Receivable Pool from the Administrative Agent. On and after the date of release, the Receivable so released shall not be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such Receivable, the Administrative Agent shall automatically and without further action be deemed to have immediately repurchased from transfer, assign and set-over to the Collateral Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds and Insurance Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Collateral Agent on behalf of Borrower to effect the Purchasers shall convey (without any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectible, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end release of such Settlement Period in accordance with the following provisions of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables Receivable pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefromsubsection.
(b) The repurchase price Prior to the Closing Date, the Collateral Custodian shall have reviewed the Receivable Files to verify the presence of the original Receivable and a Certificate of Title (or, if the original certificate of title has not yet been issued, copies of correspondence or application to the applicable Registrar of titles, and all related documentation, for issuance of the original certificate of title) with respect to each conveyance payable on the Settlement related Financed Vehicle and, upon completion of such review, shall have delivered to the Administrative Agent a Receivable Receipt. With respect to any Contract for which any of the foregoing documents has not been delivered to the Collateral Custodian or corrected within 30 days of the Closing Date in respect a manner acceptable to the Administrative Agent, the Borrower shall remove or cause the removal of any Settlement Period the related Receivable from the Collateral, and the Borrower shall be comprised of (i) acquire and repurchase, respectively, such Receivable from the Funding Advance Rate for such Aged Receivables times Collateral and deposit the aggregate Unpaid Balance of such Aged Receivables plus (ii) Release Price into the remaining Unpaid Balance of such Aged Receivables after application of clause (i) aboveCollection Account. The amount in clause (i) Collateral Custodian is not responsible for monitoring or enforcing repurchase requirements. Other than the foregoing review, the Collateral Custodian shall be paid by have no duty or obligation to review any of the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at Receivable Files. The Servicer may review the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on Custodian Files following the applicable Settlement Date from any other funds not constituting Collections, available delivery to the Seller at such timeAdministrative Agent of a written request. The amount Within 15 days following the end of each month, until February 29, 2016, the Collateral Custodian shall deliver to the Administrative Agent and the Servicer a list of all Receivables for which it does not have in clause (ii) above shall be paid by its possession the Seller through the extinguishment related Certificate of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesTitle.
(c) For purposes of this Section:
Appears in 1 contract
Repurchase of Certain Receivables. (ai) On The Borrower and the Servicer, as applicable, upon obtaining knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereof by the Borrower or the Second Tier Purchase Agreement by Regional Management with respect to such Receivable at the time such representation or warranty was made, shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was determined. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each day during such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) or in the Second Tier Purchase Agreement, as applicable, are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Settlement PeriodSubstitute Receivable for each such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable and (ii) in the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall LEGAL02/42658427v2 deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1C SUBI Servicing Agreement. LEGAL02/42658427v2
Appears in 1 contract
Repurchase of Certain Receivables. (a) On The Borrower and the Servicer, as applicable, shall inform the Administrative Agent and each day during Lender promptly, in writing, upon knowledge that any Receivable is an Ineligible Receivable and disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such Receivable was determined to be an Ineligible Receivable. Unless waived by the Required Lenders, the Servicer shall deliver to the Borrower a Settlement Periodwritten demand to cause the Originators to (i) reacquire the affected Receivable, for the related Release Price, as provided in the Purchase Agreement, or (ii) substitute a Substitute Receivable for such affected Receivable, in each Seller case on or before the earlier of (x) the next Payment Date following the Collection Period in which such Receivable was determined to be an Ineligible Receivable or (y) if such Payment Date mentioned in clause (x) is more than thirty (30) days following the date that such Receivable was determined to be an Ineligible Receivable, the date that is thirty (30) days after such Receivable was determined to be an Ineligible Receivable. The Collateral Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower and the Borrower Loan Trustee for the benefit of the Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower and the Borrower Loan Trustee for the benefit of the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In consideration of a release, (i) in the case of a repurchased Receivable, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction and (ii) in the case of a substituted Receivable, include the Substitute Receivable Pool as part of the Collateral hereunder. Upon each release to the Borrower and Lease the Borrower Loan Trustee for the benefit of the Borrower of such an affected Receivable, the Collateral Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower and the Borrower Loan Trustee for the benefit of the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent in, to and under such Receivable Pool and all future monies due or to become due with respect thereto (as of the end of the Collection Period immediately prior to the date of repurchase or substitution), all proceeds of such Receivable and Net Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.06, the Borrower shall be deemed to have immediately repurchased from the Collateral Agent on behalf represented, as of the Purchasers related date of substitution, that such Substitute Receivable is an Eligible Receivable. In any Receivables that become Aged Receivables on such day, and the Collateral Agent on behalf of the Purchasers shall convey (without any further action on any of their part required to accomplish such conveyance) to such Seller such Aged foregoing instances, the aggregate Eligible Receivables on such day and prior to such Aged Receivables being written off as uncollectible, it being understood and agreed that (i) the repurchase thereof Principal Balance shall be settled on reduced by the first Settlement Date to occur after Principal Balance (as of the end of the most recent Collection Period) of each such Settlement Period affected Receivable and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in accordance with the following provisions of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pooland, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% related Substitute Receivable shall be included in the Collateral. The Administrative Agent shall direct the Collateral Agent, at the sole expense of the aggregate initial Unpaid Balance of Receivables relating Originators, to execute such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom.documents and
(b) The repurchase price applicable Without limiting Sections 5.06(a), 5.06(c) or 5.06(d), with respect to each conveyance payable on any Receivable for which the Settlement Date Custodian Certification has identified any exception (which exception, in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application case of clause (id) above. The amount of Section 9.07(b)(2), represents a variance of more than 20 basis points (0.20%) and, in the case of clause (e) of Section 9.07(b)(2), represents a variance of more than 20 basis points (0.20%)), which has not been corrected by the Borrower or the Servicer in a manner acceptable to, or waived in writing by, the Administrative Agent (acting at the direction of the Required Lenders) on or before the earlier of (x) the next Payment Date following the Collection Period in which the Image File Custodian delivered the related Custodian Certification for such Receivable or (y) if such Payment Date mentioned in clause (ix) shall be paid by is more than thirty (30) days following the Seller date that the Image File Custodian delivered the related Custodian Certification for such Receivable, the date that is thirty (A30) first, as days following the date that the Image File Custodian delivered the related Custodian Certification for such Receivable (a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above“Certification Repurchase Date”), in cash by then the Borrower shall remove or cause the removal of the related Receivable from the Collateral, and the Borrower shall acquire and repurchase, respectively, such Receivable from the Collateral and deposit to a Lock-box the Release Price into the Collection Account on or before the applicable Settlement Date from Certification Repurchase Date. None of the Collateral Agent, the Image File Custodian, the Backup Servicer, Paying Agent or Borrower Loan Trustee is responsible for monitoring or enforcing repurchase requirements. Other than a review in accordance with Section 9.07(c), with respect to each Initial Receivable and any other funds not constituting CollectionsSubsequent Receivable, available the Image File Custodian shall have no duty or obligation to review any of the Imaged Files. Upon each release to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance Servicer of such Aged Receivablesan affected Receivable, the Collateral Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Servicer, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent in, to and under such Receivable and all future monies due or to become due with respect thereto (as of the end of the Collection Period immediately prior to the date of repurchase or substitution), all proceeds of such Receivable and Net Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price).
(c) For purposes The Collateral Agent (at the direction of this Section:the Administrative Agent or the Required Lenders) shall have the right to enforce all rights of the Borrower and the Borrower Loan Trustee under the Purchase Agreement including the right to require the Originators to repurchase Receivables for breaches of representations and warranties made by the Originators.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, a Responsible Officer of the Collateral Agent, any Lender, the Borrower or the Borrower Loan Trustee of written notice thereof, the Servicer shall (A) disclose the identity of each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating
Appears in 1 contract
Repurchase of Certain Receivables. (a) On (i) Upon obtaining actual knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereto by the Borrower with respect to a Receivable at the time such representations and warranties were made, the Servicer shall disclose the identity of each day during a Settlement Periodaffected Receivable on the next Monthly Report relating to the Collection Period in which such breach was determined; provided, that to the extent all such breaches discovered on any date of determination relate to Receivables with an aggregate Principal Balance in excess of 1.0% of the aggregate Principal Balance of all Eligible Receivables as of such date of determination, the Borrower and the Servicer, as applicable, shall also promptly inform, in writing, the Administrative Agent, each Seller Agent and each Lender of all such breaches discovered on such date. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Substitute Receivable for each such affected Receivable, in each case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable. (ii) In the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a), (b) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2017-1A SUBI Servicing Agreement.
Appears in 1 contract
Repurchase of Certain Receivables. (ai) On The Borrower and the Servicer, as applicable, upon obtaining knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereof by the Borrower or the Second Tier Purchase Agreement by Regional Management with respect to such Receivable at the time such representation or warranty was made, shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was determined. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each day during such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) or in the Second Tier Purchase Agreement, as applicable, are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Settlement PeriodSubstitute Receivable for each such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable and (ii) in the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1C SUBI Servicing Agreement. LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 Article Six COVENANTS
Appears in 1 contract
Repurchase of Certain Receivables. (a) On each day during a Settlement Period, each Seller shall in respect of the SCC Receivable Pool and Lease Receivable Pool be deemed to have immediately repurchased from the Collateral Agent on behalf of the Purchasers any Receivables that become Aged Receivables on such day, and the Collateral Agent on behalf of the Purchasers shall convey (without any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectible, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such both Receivable Pool Pools transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom.
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables.
(c) For purposes of this Section:
Appears in 1 contract
Repurchase of Certain Receivables. (a) On Upon obtaining actual knowledge of a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Borrower with respect to a Receivable at the time such representation or warranty was made, the Borrower and the Servicer shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was discovered. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure such breach in all material respects, such that the representations and warranties contained in Section 5.01(ff) are true and correct with respect to each day during affected Receivable, (B) reacquire each affected Receivable for the related Release Price, as provided in the Second Tier Purchase Agreement or (C) substitute a Settlement PeriodSubstitute Receivable for such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, and (ii) in the event that Regional Management has not cured a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of such breach, Regional Management shall reacquire or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.04, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables[Reserved].
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity of each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.04(a).
(e) In the event that the Servicer identifies an unaffiliated third party to purchase a Defaulted Receivable (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.04(a), and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.04(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the unaffiliated third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) Upon written notice (which may be electronic) to the Administrative Agent of a Nonperforming Loan Sale, the Servicer may identify an unaffiliated third party to purchase the Nonperforming Loan Sale Receivables and the Servicer shall make a deposit of the Nonperforming Loan Sale Release Price for such Nonperforming Loan Sale Receivables into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Nonperforming Loan Sale Receivables as described in Section 5.04(a) so that the Servicer, on its own behalf, can sell the Nonperforming Loan Sale Receivables. Upon the release to the Borrower of such Nonperforming Loan Sale Receivables, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Nonperforming Loan Sale Receivables and all future monies due or to become due with respect thereto, all proceeds of such Nonperforming Loan Sale Receivables and Liquidation Proceeds relating thereto, all rights to security for any such Nonperforming Loan Sale Receivables, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Nonperforming Loan Sale Release Price).
(g) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.04(a) and (d).
(h) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.04 shall be effected pursuant to, and in accordance with, the 2023-1B SUBI Servicing Agreement.
Appears in 1 contract
Repurchase of Certain Receivables. (a) On each day during a Settlement PeriodThe Borrower and the Servicer, as applicable, shall inform the Administrative Agent, each Seller Agent and each Lender promptly, in writing, upon knowledge that any Receivable is an Ineligible Receivable and disclose the identity of the affected Receivables on the next Monthly Report. Unless waived by the Required Lenders, the Servicer shall deliver to the Borrower a written demand to cause Regional Management to (i) reacquire the affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (ii) substitute a Substitute Receivable for such affected Receivable, in each case on or before the next Payment Date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable Without limiting Sections 5.05(a) or 5.05(d), with respect to each conveyance payable on any Receivable for which the Settlement Date Custodian Certification has identified any exception, which has not been corrected by the Borrower or the Servicer in respect a manner acceptable to the Administrative Agent (acting at the direction of any Settlement Period shall be comprised the Required Lenders) by the later of (i) the Funding Advance Rate tenth (10th) Business Day following the Image File Custodian’s delivery of the related Custodian Certification for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus Receivable and (ii) the remaining Unpaid Balance thirtieth (30th) calendar day following the Funding Date for such Receivable (the later of such Aged Receivables after application of clause the dates set forth in clauses (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above above, a “Certification Repurchase Date”), then the Borrower shall be paid by remove or cause the Seller through removal of the extinguishment related Receivable from the Collateral, and the Borrower shall acquire and repurchase, respectively, such Receivable from the Collateral and deposit the Release Price into the Collection Account on such Certification Repurchase Date. None of its right the Image File Custodian, the Backup Servicer or Account Bank is responsible for monitoring or enforcing repurchase requirements. Other than a review in accordance with Section 9.07(c) with respect to payment on each Initial Receivable and any Subsequent Receivable, the remaining Unpaid Balance Image File Custodian shall have no duty or obligation to review any of such Aged Receivablesthe Imaged Files.
(c) For purposes The Administrative Agent shall have the right to enforce all rights of this Section:the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report and (B) on or before the next Payment Date, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.05(a).
(e) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a), (b) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
Appears in 1 contract
Repurchase of Certain Receivables. (ai) On The Borrower and the Servicer, as applicable, upon obtaining knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereof by the Borrower or the Second Tier Purchase Agreement by Regional Management with respect to such Receivable at the time such representation or warranty was made, shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was determined. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each day during such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) or in the Second Tier Purchase Agreement, as applicable, are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Settlement PeriodSubstitute Receivable for each such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable and (ii) in the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower LEGAL02/42338653v2 and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina LEGAL02/42338653v2 Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1C SUBI Servicing Agreement. 97 LEGAL02/42338653v2
Appears in 1 contract
Repurchase of Certain Receivables. (a) On each day during a Settlement PeriodThe Borrower and the Servicer, as applicable, shall inform the Administrative Agent, the Collateral Agent, each Seller Agent and each Lender promptly, in writing, upon knowledge that any Receivable is an Ineligible Receivable and disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such Receivable was determined to be an Ineligible Receivable. Unless waived by the Required Lenders, the Servicer shall deliver to the Borrower a written demand to cause the Originators to (i) reacquire the affected Receivable, for the related Release Price, as provided in the Purchase Agreement, or (ii) substitute a Substitute Receivable for such affected Receivable, in each case on or before the earlier of (x) the next Payment Date following the Collection Period in which such Receivable was determined to be an Ineligible Receivable or (y) if such Payment Date mentioned in clause (x) is more than thirty (30) days following the date that such Receivable was determined to be an Ineligible Receivable, the date that is thirty (30) days after such Receivable was determined to be an Ineligible Receivable. The Collateral Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower and the Borrower Loan Trustee for the benefit of the Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower and the Borrower Loan Trustee for the benefit of the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In consideration of a release, (i) in the case of a repurchased Receivable, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction and (ii) in the case of a substituted Receivable, include the Substitute Receivable Pool as part of the Collateral hereunder. Upon each release to the Borrower and Lease the Borrower Loan Trustee for the benefit of the Borrower of such an affected Receivable, the Collateral Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower and the Borrower Loan Trustee for the benefit of the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent in, to and under such Receivable Pool and all future monies due or to become due with respect thereto (as of the end of the Collection Period immediately prior to the date of repurchase or substitution), all proceeds of such Receivable and Net Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.06, the Borrower shall be deemed to have immediately repurchased from represented, as of the related date of substitution, that such Substitute Receivable is an Eligible Receivable. In any of the foregoing instances, the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. The Administrative Agent shall direct the Collateral Agent, at the sole expense of the Originators, to execute such documents and instruments of release as may be prepared by First Heritage on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower or the Borrower Loan Trustee to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent, the Collateral Agent, the Backup Servicer and each Agent on behalf an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables.
(c) For purposes of this Section:
Appears in 1 contract
Repurchase of Certain Receivables. (a) On Upon obtaining actual knowledge of a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Borrower with respect to a Receivable at the time such representation or warranty was made, the Borrower and the Servicer shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was discovered. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure such breach in all material respects, such that the representations and warranties contained in Section 5.01(ff) are true and correct with respect to each day during affected Receivable, (B) reacquire each affected Receivable for the related Release Price, as provided in the Second Tier Purchase Agreement or (C) substitute a Settlement PeriodSubstitute Receivable for such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, and (ii) in the event that Regional Management has not cured a breach of any representation or warranty contained in Section 5.01(ff) hereof by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of such breach, Regional Management shall reacquire or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.04, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) The repurchase price applicable to each conveyance payable on the Settlement Date in respect of any Settlement Period shall be comprised of (i) the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance of such Aged Receivables plus (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid by the Seller (A) first, as a setoff against any RPA Deferred Purchase Prices payable to such Seller (and to which such Seller otherwise would have been entitled) and (B) second, at the Seller’s option (subject to clause (a)(iii) above), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged Receivables[Reserved].
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to Section 7.03(c)(i), no later than the earlier of (i) knowledge by the Servicer of such event or (ii) receipt by the Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) disclose the identity of each Receivable that is adversely affected in any material respect by such breach on the next Monthly Report relating to the Collection Period in which such Receivable was determined adversely affected by such breach and (B) on or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, to the extent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in each case as described in Section 5.04(a).
(e) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.04(a), and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.04(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.04(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.04 shall be effected pursuant to, and in accordance with, the 2023-1A SUBI Servicing Agreement. Article Six COVENANTS
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Repurchase of Certain Receivables. (ai) On The Borrower and the Servicer, as applicable, upon obtaining knowledge of a breach of any representation or warranty contained in Section 5.02(a) hereof by the Borrower or the Second Tier Purchase Agreement by Regional Management with respect to such Receivable at the time such representation or warranty was made, shall disclose the identity of the affected Receivables on the next Monthly Report relating to the Collection Period in which such breach was determined. Unless waived by the Required Lenders, the Borrower shall cause Regional Management to (A) cure each day during such breach in all material respects, such that the representations and warranties contained in Section 5.02(a) or in the Second Tier Purchase Agreement, as applicable, are satisfied with respect to each affected Receivable, (B) reacquire each affected Receivable, for the related Release Price, as provided in the Second Tier Purchase Agreement, or (C) substitute a Settlement PeriodSubstitute Receivable for each such affected Receivable, in each Seller case, by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable and (ii) in the event Regional Management has not cured any breach described in Section 5.05(a)(i) by the Payment Date relating to the Collection Period in which the Servicer obtained actual knowledge of the underlying breach with respect to each affected Receivable, Regional Management must repurchase or substitute each such affected Receivable by such date. The Administrative Agent shall be deemed, upon receipt of the Release Price into the Collection Account or upon receipt of a Substitute Receivable in respect of any affected Receivable repurchased or substituted by the SCC Borrower in accordance with the terms hereof, as applicable, to convey to the Borrower, without recourse, representation or warranty, all of its right, title and interest in each such affected Receivable. In any of the foregoing instances, the Borrower shall accept the release of each such affected Receivable Pool from the Administrative Agent, and Lease the aggregate Eligible Receivables Principal Balance shall be reduced by the Principal Balance (as of the end of the most recent Collection Period) of each such affected Receivable Pool and, if applicable, increased by the Principal Balance of each such Substitute Receivable. On and after the date of release, any affected Receivable so released shall not be included in the Collateral and, as applicable, the related Substitute Receivable shall be included in the Collateral. In consideration of a release, the Borrower shall, on the date of release of such affected Receivable, make or cause to be made a deposit of the Release Price to the Collection Account in immediately available funds and/or via an ACH transaction. Upon each release to the Borrower of such an affected Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Receivable and all future monies due or to become due with respect thereto, all proceeds of such Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Release Price). In connection with the addition of any Substitute Receivable to the Collateral in accordance with the terms of this Section 5.05, the Borrower shall be deemed to have immediately repurchased from represented, as of the Collateral related date of substitution, that such Substitute Receivable is an Eligible Receivable. The Administrative Agent shall, at the sole expense of the Servicer, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Purchasers any Receivables that become Aged Receivables on Borrower and take other such day, and actions as shall reasonably be requested by the Borrower to effect the release of such a Receivable removed from the Collateral pursuant to this subsection. The Borrower shall LEGAL02/41783784v7 deliver to the Administrative Agent on behalf and each Agent an updated Schedule of the Purchasers shall convey (without Receivables in connection with any further action on any of their part required to accomplish such conveyance) to such Seller such Aged Receivables on such day and prior to such Aged Receivables being written off as uncollectiblerepurchase or substitution hereunder, it being understood and agreed that (i) the repurchase thereof shall be settled on the first Settlement Date to occur after the end of such Settlement Period in accordance with the following provisions terms of this Section, (ii) a Seller shall repurchase, and the Collateral Agent on behalf of the Purchasers shall so convey to such Seller, related Aged Receivables pursuant to this Section only to the extent that the aggregate Unpaid Balance of all of the Aged Receivables relating to the SCC Receivable Pool or Lease Receivable Pool, as applicable, repurchased by the Sellers during any Settlement Period would not exceed 8.0% of the aggregate initial Unpaid Balance of Receivables relating to such Receivable Pool transferred to the Purchasers pursuant to this Agreement during the related Settlement Period, and (iii) unless the Seller has paid the related repurchase price pursuant to clause (b)(ii)(B) below in cash by deposit to a Lock-Box Account on the applicable Settlement Date, no such repurchase or reconveyance shall occur if any Event of Termination, Unmatured Event of Termination, Specified Unmatured Event, Non-Reinvestment Event or Collection Control Event has occurred and is continuing or after the expiration of any applicable grace period, if any, would result therefrom3.03(c).
(b) [Reserved.]
(c) The Administrative Agent shall have the right to enforce all rights of the Borrower under the Second Tier Purchase Agreement including the right to require Regional Management to repurchase price applicable Receivables for breaches of representations and warranties made by Regional Management.
(d) In the event that the Servicer breaches a servicing covenant pursuant to each conveyance payable on Section 7.03(c)(i), no later than the Settlement Date in respect of any Settlement Period shall be comprised earlier of (i) knowledge by the Funding Advance Rate for such Aged Receivables times the aggregate Unpaid Balance Servicer of such Aged Receivables plus event or (ii) the remaining Unpaid Balance of such Aged Receivables after application of clause (i) above. The amount in clause (i) shall be paid receipt by the Seller Servicer from the Administrative Agent, any Lender or the Borrower of written notice thereof, the Servicer shall (A) first, as a setoff against disclose the identity each Receivable that is adversely affected in any RPA Deferred Purchase Prices payable material respect by such breach on the next Monthly Report relating to such Seller (and to the Collection Period in which such Seller otherwise would have been entitled) Receivable was determined adversely affected by such breach and (B) secondon or before the next Payment Date relating to the Collection Period in which such Receivable was determined adversely affected by such breach, at to the Seller’s option (subject to clause (a)(iii) aboveextent such breach has not been cured or waived, make a deposit of the Release Price for each such adversely affected Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Receivable(s), in cash by deposit to a Lock-box Account on the applicable Settlement Date from any other funds not constituting Collections, available to the Seller at such time. The amount each case as described in clause (ii) above shall be paid by the Seller through the extinguishment of its right to payment on the remaining Unpaid Balance of such Aged ReceivablesSection 5.05(a).
(ce) In the event that the Servicer identifies a third party to purchase a Defaulted Receivable in accordance with the Collection Policy (other than, for the avoidance of doubt, any Receivable required to be repurchased pursuant to Sections 5.05(a) and (d)), the Servicer shall make a deposit of the Defaulted Receivable Release Price for such Defaulted Receivable into the Collection Account in immediately available funds, and the Borrower shall accept the release of such Defaulted Receivable as described in Section 5.05(a) so that the Servicer, on its own behalf, can then sell such Defaulted Receivable to the third party purchaser. Upon the release to the Borrower of such Defaulted Receivable, the Administrative Agent shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Administrative Agent in, to and under such Defaulted Receivable and all future monies due or to become due with respect thereto, all proceeds of such Defaulted Receivable and Liquidation Proceeds relating thereto, all rights to security for any such Defaulted Receivable, and all proceeds and products of the foregoing (other than, for the avoidance of doubt, the Defaulted Receivable Release Price).
(f) The Borrower or the Servicer, as applicable, shall provide written notice to the Administrative Agent, each Lender, the Backup Servicer and each Hedge Counterparty on the Monthly Report of any release of Receivables pursuant to Sections 5.05(a) and (d).
(g) For purposes the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Servicer’s repurchase and/or reallocation obligations with respect to the North Carolina Receivables arising under this Section:Section 5.05 shall be effected pursuant to, and in accordance with, the 2021-1C SUBI Servicing Agreement. LEGAL02/41783784v7 Article Six COVENANTS
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