Common use of Repurchase or Substitution of Receivables Clause in Contracts

Repurchase or Substitution of Receivables. To the extent (i) that any representation or warranty of the Seller with respect to any Receivable constituting a Purchased Asset under Section 4.02 or set forth in any certificate delivered by or on behalf of the Seller in connection with any Purchase or in connection with any opinions of counsel delivered on the Closing Date in any case with respect to any Receivable constituting a Purchased Asset was incorrect in any material respect when made or remade or deemed made or remade or (ii) any bona fide claim against a Receivable (or the Scheduled Payments reflected therein) is made by [*] (a “Breach”), the Seller shall promptly notify the Purchaser of such Breach. Within [*] Business Days of receipt of notification of such Breach, the Purchaser must notify the Seller if it elects to waive the requirements of this Section 5.01(l) with respect to such Breach and any related Purchase Commitment Termination Event. Unless the Purchaser provides a waiver to the Seller in accordance with the preceding sentence, within [*] Business Days of discovery of a Breach (but in no case earlier than [*] Business Days after such discovery), without further action by the Purchaser, the Seller shall either (X) convey to the Purchaser in exchange for the affected Receivable, one or more different Eligible Receivables (1) to be described on an Purchase Request delivered to the Purchaser in accordance with Section 2.02(a), (2) having a Discounted Receivables Balance approximately equal to, but not less than, the Discounted Receivables Balance of the Receivable being so replaced (as calculated by treating any past-due Scheduled Payments then due as if such Scheduled Payments were due on the date of such calculation) and (3) having a scheduled date for receipt of its last Scheduled Payment that is no later than the scheduled date for receipt of the last Scheduled Payment of the Receivable being so replaced or (Y) repurchase in cash delivered to the Purchaser as aforesaid, in an amount equal to the sum of the Discounted Receivables Balance plus any past-due Scheduled Payments then due on such Receivable, as if such Scheduled Payments were due on the date of such repurchase or (Z) in the case of a claim by a [*] under clause (ii) of the definition of Breach, satisfy the claim of such [*] as evidenced by a general release, receipt or other documentation signed by such [*]. Any Receivable being replaced or repurchased under this paragraph shall cease to be a “Receivable” hereunder. In the event that the Purchaser does not provide a waiver as described above, as long as the Seller timely complies with its obligations under this paragraph, no Purchase Commitment Termination Event shall occur as a consequence of any Breach. Purchaser and Seller hereby agree (i) to work together with each other in good faith to structure any repurchase transactions to be in compliance with applicable laws, Transfer Orders and contracts, (ii) to execute and deliver to each other such documents and take such other action as may be necessary or desirable in order to consummate such repurchase transactions (which may include ownership assignments and the granting of limited powers of attorney to endorse for deposit checks received under the repurchased structured settlement receivables) and arrange for the forwarding of any and all payments under the repurchased structured settlement receivables to the Seller and (iii) that the Seller shall pay or reimburse the Purchaser for its reasonable costs and expenses incurred in connection with such activities.

Repurchase or Substitution of Receivables. To the extent (i) that any representation or warranty of the Seller with respect to any Receivable constituting a Purchased Transferred Asset under Section 4.02 or set forth in any certificate delivered by or on behalf of the Seller in connection with any Purchase or in connection with any opinions of counsel delivered on the Closing Date in any case with respect to any Receivable constituting a Purchased Transferred Asset was incorrect in any material respect when made or remade or deemed made or remade or (ii) any bona fide claim against a Receivable (or the Scheduled Payments reflected therein) is made by the [*] (if such Claimant does not currently live in or reside in a [*] and did not reside in [*] when the related Settlement Agreement was entered into) and [*] did not (A) sign the Settlement Purchase Agreement and any related documents evidencing the sale thereof by the Claimant or (B) execute an agreement waiving or relinquishing all rights in, to and under such Receivable or Scheduled Payments, or a court having jurisdiction has determined (as evidenced by an appropriate order) that [*] has no rights in, to or under such Receivable or Scheduled Payments related thereto (a “Breach”), the Seller shall promptly notify the Purchaser of such Breach. Within [*] ([*]) Business Days of receipt of notification of such Breach, the Purchaser (or the Master Servicer on its behalf) and the Trustee (at the written direction of the Controlling Noteholder pursuant to the Note Purchase Agreement) must notify the Seller if it elects to waive the requirements of this Section 5.01(l5.01(m) with respect to such Breach and any related Purchase Commitment Termination EventEvent of Default. Unless the Purchaser provides (or the Master Servicer on its behalf) and the Trustee (at the written direction of the Controlling Noteholder pursuant to the Note Purchase Agreement) provide a waiver to the Seller in accordance with the preceding sentence, within [*] ([*]) Business Days of discovery of a Breach (but in no case earlier than [*] ([*]) Business Days after such discovery), without further action by the Purchaser, the Seller shall either (X) convey to the Purchaser in exchange for the affected Receivable, one or more different Eligible Receivables (1) to be described on an Purchase Request Transfer Report delivered to the Purchaser and the Master Servicer in accordance with Section 2.02(a), (2) having a Discounted Receivables Balance approximately equal to, but not less than, the Discounted Receivables Balance of the Receivable being so replaced (as calculated by treating any past-due Scheduled Payments then due as if such Scheduled Payments were due on the date of such calculation) and (3) having a scheduled date for receipt of its last Scheduled Payment that is no later than the scheduled date for receipt of the last Scheduled Payment of the Receivable being so replaced or (Y) repurchase in cash delivered to the Purchaser as aforesaid, in an amount equal to the sum of the Discounted Receivables [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Balance plus any past-due Scheduled Payments then due on such Receivable, as if such Scheduled Payments were due on the date of such repurchase or (Z) in the case of a claim by a [*] under clause (ii) of the definition of Breach, satisfy the claim of such [*] as evidenced by a general release, receipt or other documentation signed by such [*]. Any Receivable being replaced or repurchased under this paragraph shall cease to be a “Receivable” hereunder. In the event that the Purchaser does not provide a waiver as described above, as long as the Seller timely complies with its obligations under this paragraph, no Purchase Commitment Termination Event of Default shall occur as a consequence of any Breach. Purchaser and Seller hereby agree (i) to work together with each other in good faith to structure any repurchase transactions to be in compliance with applicable laws, Transfer Orders and contracts, (ii) to execute and deliver to each other such documents and take such other action as may be necessary or desirable in order to consummate such repurchase transactions (which may include ownership assignments and the granting of limited powers of attorney to endorse for deposit checks received under the repurchased structured settlement receivables) and arrange for the forwarding of any and all payments under the repurchased structured settlement receivables to the Seller and (iii) that the Seller shall pay or reimburse the Purchaser for its reasonable costs and expenses incurred in connection with such activities.

Repurchase or Substitution of Receivables. To (a) In the extent (i) event that any representation or warranty relating to any Receivable made as of the Closing Date was not true and correct in any material respect when made, which, at any time after the Closing Date, has a materially adverse impact on the collectibility of such Receivable or on the value of such Receivable or the related Affected Assets taken as a whole, the Administrative Agent (with the prior written consent of the Control Party) may have the right at such time to, and at the written direction of the Control Party at such time shall, require that: (i) the Seller repurchase the Purchasers’ interest in such Receivable by depositing into the Collection Account an amount equal to the Unpaid Balance of such Receivable plus accrued interest thereon; or (ii) the Seller substitute another Eligible Receivable for such Receivable (an “Eligible Substitute Receivable”), which Eligible Substitute Receivable shall (A) have an Unpaid Balance (calculated as of the date of substitution) equal to or greater than that of the then Unpaid Balance of the replaced Receivable and a remaining average life not more than ten percent (10%) greater than the remaining average life of such replaced Receivable, (B) be approved by each of the Administrative Agent and the Control Party (in their respective reasonable credit judgment) as a Receivable acceptable for substitution hereunder, (C) satisfy the definition of “Eligible Receivable” at the time of such substitution without regard to the Investment Condition and without regard to the reference to the Closing Date set forth at the beginning of the definition of Eligible Receivable, and (D) if (x) the Aircraft relating to the Receivable being replaced is U.S. registered, the Aircraft relating to the substituted Receivable is also U.S. registered, (y) the Contract File for the Receivable being replaced contains recorded Security Agreements in favor of the Administrative Agent, then the Contract File for the substituted Receivable will contain substantially equivalent recorded Security Agreements and (z) the Contract File for the Receivable being replaced does not contain any recorded Security Agreements in favor of the Administrative Agent, then the Contract File for the substituted Receivable will not be required, on the date of substitution, to contain recorded Security Agreements (it being understood that (I) with respect to any Eligible Substitute Receivable and the related Contract File referred to in clause (z), the Servicer shall, within six (6) months of the date of substitution and subject to terms set forth in Section 6.1(q), perform all actions with respect to such Receivable, as would be required with respect to such Receivable if such Receivable were included on the Schedule of Receivables on the Closing Date, and (II) the Servicer shall direct the Obligor of each Eligible Substitute Receivable, not later than the date of the substitution thereof, to make all payments on such Eligible Substitute Receivable to a Blocked Account or to the Collection Account). For the avoidance of doubt, a breach of the representation and warranty in Section 4.1(z) with respect to any Receivable constituting will be deemed to have a Purchased Asset under Section 4.02 or set forth in any certificate delivered by or on behalf of the Seller in connection with any Purchase or in connection with any opinions of counsel delivered material adverse effect on the Closing Date in any case with respect to any Receivable constituting a Purchased Asset was incorrect in any material respect when made or remade or deemed made or remade or (ii) any bona fide claim against a Receivable (or the Scheduled Payments reflected therein) is made by [*] (a “Breach”), the Seller shall promptly notify the Purchaser value of such Breach. Within [*] Business Days of receipt of notification of such Breach, the Purchaser must notify the Seller if it elects to waive the requirements of this Section 5.01(l) with respect to such Breach and any related Purchase Commitment Termination Event. Unless the Purchaser provides a waiver to the Seller in accordance with the preceding sentence, within [*] Business Days of discovery of a Breach (but in no case earlier than [*] Business Days after such discovery), without further action by the Purchaser, the Seller shall either (X) convey to the Purchaser in exchange for the affected Receivable, one or more different Eligible Receivables (1) to be described on an Purchase Request delivered to the Purchaser in accordance with Section 2.02(a), (2) having a Discounted Receivables Balance approximately equal to, but not less than, the Discounted Receivables Balance of the Receivable being so replaced (as calculated by treating any past-due Scheduled Payments then due as if such Scheduled Payments were due on the date of such calculation) and (3) having a scheduled date for receipt of its last Scheduled Payment that is no later than the scheduled date for receipt of the last Scheduled Payment of the Receivable being so replaced or (Y) repurchase in cash delivered to the Purchaser as aforesaid, in an amount equal to the sum of the Discounted Receivables Balance plus any past-due Scheduled Payments then due on such Receivable, as if such Scheduled Payments were due on the date of such repurchase or (Z) in the case of a claim by a [*] under clause (ii) of the definition of Breach, satisfy the claim of such [*] as evidenced by a general release, receipt or other documentation signed by such [*]. Any Receivable being replaced or repurchased under this paragraph shall cease to be a “Receivable” hereunder. In the event that the Purchaser does not provide a waiver as described above, as long as the Seller timely complies with its obligations under this paragraph, no Purchase Commitment Termination Event shall occur as a consequence of any Breach. Purchaser and Seller hereby agree (i) to work together with each other in good faith to structure any repurchase transactions to be in compliance with applicable laws, Transfer Orders and contracts, (ii) to execute and deliver to each other such documents and take such other action as may be necessary or desirable in order to consummate such repurchase transactions (which may include ownership assignments and the granting of limited powers of attorney to endorse for deposit checks received under the repurchased structured settlement receivables) and arrange for the forwarding of any and all payments under the repurchased structured settlement receivables to the Seller and (iii) that the Seller shall pay or reimburse the Purchaser for its reasonable costs and expenses incurred in connection with such activities.

Repurchase or Substitution of Receivables. To the extent (i) that any representation or warranty of the Seller with respect to any Receivable constituting a Purchased Asset under Section 4.02 or set forth in any certificate delivered by or on behalf of the Seller in connection with any Purchase or in connection with any opinions of counsel delivered on the Closing Date in any case with respect to any Receivable constituting a Purchased Asset was incorrect in any material respect when made or remade or deemed made or remade (except for such representations and warranties which are qualified by their terms by references to “materiality” or “Material Adverse Effect,” which such representations and warranties as so qualified were incorrect in any respect when made or remade) or (ii) any bona fide claim against a Receivable (or the Scheduled Payments reflected therein) is made by [*] (in either case, a “Breach”), the Seller shall promptly notify the Purchaser of such Breach. Within [*] Business Days of receipt of notification of such Breach, the Purchaser must notify the Seller if it elects to waive the requirements of this Section 5.01(l) with respect to such Breach and any related Purchase Commitment Termination Event. Unless the Purchaser provides a waiver to the Seller in accordance with the preceding sentence, within [*] Business Days of discovery of a Breach (but in no case earlier than [*] Business Days after such discovery), without further action by the Purchaser, the Seller shall either (X) convey to the Purchaser in exchange for the affected Receivable, one or more different Eligible Receivables (1) to be described on an Purchase Request delivered to the Purchaser in accordance with Section 2.02(a), (2) having a Discounted Receivables Balance approximately equal to, but not less than, the Discounted Receivables Balance of the Receivable being so replaced (as calculated by treating any past-due Scheduled Payments then due as if such Scheduled Payments were due on the date of such calculation) and (3) having a scheduled date for receipt of its last Scheduled Payment that is no later than the scheduled date for receipt of the last Scheduled Payment of the Receivable being so replaced or (Y) repurchase in cash delivered to the Purchaser as aforesaid, in an amount equal to the sum of the Discounted Receivables Balance plus any past-due Scheduled Payments then due on such Receivable, as if such Scheduled Payments were due on the date of such repurchase or (Z) in the case of a claim by a [*] under clause (ii) of the definition of Breach, satisfy the claim of such [*] as evidenced by a general release, receipt or other documentation signed by such [*]. Any Receivable being replaced or repurchased under this paragraph shall cease to be a “Receivable” hereunder. In the event that the Purchaser does not provide a waiver as described above, as long as the Seller timely complies with its obligations under this paragraph, no Purchase Commitment Termination Event shall occur as a consequence of any Breach. Purchaser and Seller hereby agree (i) to work together with each other in good faith to structure any repurchase transactions to be in compliance with applicable lawsthe Requirements of Law, Transfer Orders and contractsthe related Settlement Purchase Agreement and, (ii) to execute and deliver to each other such documents and take such other action as may be necessary or desirable in order to consummate such repurchase transactions (which may include ownership assignments and the granting of limited powers of attorney to endorse for deposit checks received under the repurchased structured settlement receivablesReceivables) and arrange for the forwarding of any and all payments under the repurchased structured settlement receivables Receivables to the Seller and (iii) that the Seller shall pay or reimburse the Purchaser for its reasonable costs and expenses incurred in connection with such activities.