Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.
Repurchase of Receivables. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations and warranties set forth in Section 2.3(b). If such breach or failure shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Depositor becomes aware of such breach or failure, and the Depositor determines that such breach or failure materially and adversely affects the interest of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust with respect to a breach of the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b).
Repurchase of Receivables. When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the second preceding Collection Period all of the Issuer’s right, title and interest in and to the Receivable purchased by the Servicer pursuant to Section 3.2(a), and all security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems indicating that any receivable purchased pursuant to Section 3.2(a) is no longer a Receivable and take any action necessary or appropriate to evidence the transfer of ownership of the Purchased Receivable free from any Lien of the Issuer or the Indenture Trustee.
Repurchase of Receivables. In consideration of the sale of the Receivables pursuant to this Agreement, the Seller agrees to the repurchase provisions set forth in Section 2.05 of the Sale and Servicing Agreement. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. In consideration of the repurchase of any such Receivable the Seller shall remit an amount equal to the Purchase Amount in respect of such Receivable to the Issuer in the manner set forth in the Sale and Servicing Agreement.
Repurchase of Receivables. If the Cooperative shall at any time determine not to sell to Statesman the Retail Accounts arising out of sales made at any Retail Service, the Cooperative will with the consent of Statesman promptly repurchase from Statesman all Retail Accounts arising out of sales made at such Retail Service which Statesman has previously purchased from it. The purchase price for such Retail Accounts will be the Balances Owed on the Retail Accounts giving credit for all payments received by Statesman to the date of sale to the Cooperative.
Repurchase of Receivables. Upon discovery or notice of any breach by the Assignor of the representation and warranty set forth in Section 5(f) above and such breach materially and adversely affects the value of any Receivable or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Receivable or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if such breach is curable and the Assignor shall have timely commenced such cure but, notwithstanding its due and diligent efforts, the breach shall not be capable of cure within sixty days of the earlier of either discovery by or notice to the Assignor of such breach, the Assignor shall, upon receipt of written consent by the Assignee, have up to two additional thirty day periods to effectuate the cure (up to an aggregate total of 120 days) so long as it is acting in good faith to effectuate such cure. If such cure is not effectuated after 120 days (or within sixty or ninety days, if the applicable extension was not granted by the Assignee), the affected Receivable shall, at the Assignee's option, be repurchased by the Assignor at a price equal to the Repurchase Amount (as such term is defined in the Sale and Servicing Agreement) with respect to the affected Receivable. It is understood and agreed that the obligations of the Assignor set forth in this Section 6 to repurchase a Receivable constitute the sole remedies available to the Assignee and its permitted assigns respecting a breach of the representations and warranties contained in Section 5(f).
Repurchase of Receivables. The Seller may repurchase Receivables, effective as of the first day of each Collection Period, by giving notice of its exercise of that right to the Indenture Trustee and Owner Trustee no later than the last Business Day of the immediately preceding Collection Period. The aggregate Principal Balance of Receivables that the Seller may repurchase during any Collection Period shall not exceed 2% of the Original Pool Balance, provided, however, that Receivables repurchased pursuant to this Section 2.3 shall not include any Receivables repurchased pursuant to Section 3.4. Each repurchase of Receivables shall close on the Distribution Date in the Collection Period in which each such repurchase is effective. The repurchase price to be paid by the Seller shall equal the aggregate Principal Balance of the repurchased Receivables as of the last day of the immediately preceding Collection Period and shall be deposited into the Collection Account not later than the Business Day prior to the applicable Distribution Date. The Receivables Files for the repurchased Receivables and any Collections received by the Servicer as to those repurchased Receivables on or after the effective date of their repurchase shall be delivered to the Seller on the Distribution Date related to that repurchase.
Repurchase of Receivables. If (i) any of the representations or warranties of any Originator contained in Sections 3.2 or 3.3 hereof were not true with respect to such Originator or any Receivable, as applicable, at the time such representation or warranty was made, or (ii) if the Originators breach any of the covenants contained in subsection 2.1(e), and as a result thereof, the Purchaser is required to repurchase any Receivable from the Trust pursuant to subsection 2.4(d) of the Pooling and Servicing Agreement, then the Originator of the repurchased Receivable shall be obligated to pay to the Purchaser immediately upon the Purchaser's demand therefor an amount equal to the amount of all losses, damages and liabilities of the Purchaser that result from such breach, including but not limited to the cost of the Purchaser's repurchase obligations pursuant to subsection 2.4(d) of the Pooling and Servicing Agreement.
Repurchase of Receivables. (a) From time to time the Buyer May convey back to Originator, at Originator's option, (x) to the extent permitted pursuant to Section 1.4(c), any Receivable which constituted a Charged-Off Receivable or a Defaulted Receivable as of the last day of the related Calculation Period and (y) to the extent permitted by Section 1.4(e), any Vacation Credit which constituted a Repossessed Vacation Credit as of the last day of the related Calculation Period. Originator shall provide the Agent with irrevocable written notice prior to the date upon which such reconveyance shall occur of its intention to cause such reconveyance to occur, which notice shall (i) state the amount of each form of consideration described in Sections 1.4(b) and 1.4(e) which shall be paid to Buyer on such Settlement Date, (ii) identify the Charged-Off Receivables or Defaulted Receivables to be reconveyed to Seller and (iii) otherwise be satisfactory in form and substance to Buyer.
(b) As consideration for the reconveyance of a Receivable pursuant to Section 1.4(a)(x), Originator shall provide to Buyer, in immediately available funds, an amount equal to the Outstanding Balance of such Receivable (prior to any write-off thereof).
(c) The aggregate Outstanding Balance of Receivables (prior to any write-off thereof) reconveyed pursuant to Section 1.4(a)(x) shall (i) at no time exceed 10% of the result of (a) the aggregate initial Outstanding Balance of all Receivables conveyed from the Originator to the Buyer on any Purchase Date reduced by (b) the aggregate Outstanding Balance (prior to any write-off thereof) of all Receivables subsequently reconveyed from the Buyer to the Originator, and (ii) in no one calendar year exceed $7,500,000.
(d) As consideration for any reconveyance pursuant to Section 1.4(a)(y) of a Repossessed Vacation Credit, on the applicable Settlement Date, Originator shall pay to Buyer in immediately available funds an amount equal to 25% of the original purchase price paid by the defaulting Obligor for such Vacation Credit.
(e) Originator May not repurchase Repossessed Vacation Credits at any time pursuant to Section 1.4(a)(y) unless each of the following conditions is satisfied:
(i) either the Amortization Date or the Revolving Period Termination Date has occurred under the Purchase Agreement;
(ii) Originator has theretofore repurchased the maximum amount of Charged-off Receivables and Defaulted Receivables permitted to be repurchased at such time pursuant to Sections 1.4(a)(...
Repurchase of Receivables. Within ten (10) Business Days of the day a Receivable is (or becomes) subject to a Warranty Event, the Borrowers shall either: (i) make a deposit to the Collection Account (for allocation pursuant to Sections 2.7 or 2.8, as applicable) in immediately available funds in an amount equal to the Outstanding Receivable Balance of such Receivable on the date of such payment, and any accrued and unpaid interest thereon, or (ii) replace such Receivable with a substitute Receivable (a “Substitute Receivable”), provided, that such Substitute Receivable: (a) shall be an Eligible Receivable, and (b) prior to such Substitution, the Borrowers shall deliver the related Required Receivable File to the Collateral Custodian and the Collateral Custodian shall have provided a Collateral Receipt with no exceptions to the Administrative Agent.
