Repurchases for Administrative Convenience. If on the last day of a Yield Period with respect to any Undivided Interest, the Aggregate Purchasers' Investments equal or are less than 10% of the greatest amount of Aggregate Purchasers' Investments at any time prior to such last day, Sellers shall be entitled to repurchase all of the Undivided Interests from Purchasers on the respective Settlement Date. Sellers' Representative shall give the Agent at least four Business Days' prior written notice of such repurchase and upon payment of the repurchase price therefor, as hereinafter provided, the Agent and the Purchasers shall be obligated to reconvey their entire interest in such Undivided Interest to the Seller or Sellers designated by Sellers' Representative pursuant to an assignment acceptable to the parties, but without representation or warranty except that the interest assigned is free of offset, liens and other encumbrances created by the assignor. Sellers, jointly and severally, shall pay such repurchase price in cash to the Agent in an amount equal to, for each Undivided Interest, the sum of (i) Earned Discount for such Undivided Interest in the Approved Currency of such Undivided Interest, (ii) the related Purchasers' Investments therefor in the Approved Currency of such Undivided Interest, (iii) the aggregate of other amounts then owed hereunder by Sellers to the Purchasers, and (iv) the accrued Servicer's Fee payable with respect to such Undivided Interest. Upon receipt of the aforesaid repurchase price with regard to each Undivided Interest, the Agent shall distribute it (i) to Purchasers (pro rata based on their respective Percentages) (a) in payment of the Earned Discount for such Undivided Interest, (b) in reduction of the related Purchasers' Investments and (c) in payment of any other amounts owed by Sellers hereunder to Purchasers, in each case until reduced to zero, and (ii) to Servicer in payment of the accrued Servicer's Fee payable with respect to such Undivided Interest, also until reduced to zero.
Repurchases for Administrative Convenience. 17 3.10. Sale of a Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE IV FEES AND YIELD PROTECTION 4.01. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 4.02.
Repurchases for Administrative Convenience. If on any Settlement Date, the Aggregate Net Investment is less than or equal to lot of the maximum Aggregate Net Investment on any date prior to such Settlement Date, the Seller shall be entitled to repurchase all (but not less than all) of the Undivided Interests from the Purchasers on such Settlement Date. To effect such repurchase, the Seller shall give the Agent at least three Business Days, prior written notice thereof and on the Settlement Date shall tender payment of the repurchase price calculated as hereinafter provided. The Seller shall pay such repurchase price in cash to the Agent (for the benefit of the Agent and the Purchasers) in an amount equal to the sum of (i) unpaid Earned Yield on the Aggregate Net Investment accrued to and including the date of repurchase, (ii) the Aggregate Net Investment, (iii) accrued but unpaid Commitment Fees, (iv) all other Obligations that are then due and payable, including, without limitation, any Obligations which may arise under 84
Repurchases for Administrative Convenience. 79- Section 15.02. Substitution of Receivables.................................................... -79- Section 15.03. No Waiver; Remedies Cumulative................................................. -80- Section 15.04. Governing Law.................................................................. -80- Section 15.05. Notices........................................................................ -80- Section 15.06. Severability................................................................... -81- Section 15.07. Entire Agreement; Amendment.................................................... -81- Section 15.08. Submission to Jurisdiction; Etc................................................ -81- Section 15.09. Waiver of Jury Trial........................................................... -82- Section 15.10. Captions and Cross-References; Incorporation by Reference .................................................. -82- Section 15.11. Counterparts................................................................... -82- Section 15.12. Confidentiality................................................................ -82- Section 15.13. Oral Agreements Not Enforceable................................................ -83- Schedule 1 - Credit and Collection Policy (Right to Use Receivables) .................................................. S1-1 Schedule 2 - Credit and Collection Policy (Mortgage Loan Receivables) ........................................................... S2-1 Schedule 3 - Schedule of Right to Use Receivables.............................................. S3-1 Schedule 4 - Schedule of Mortgage Loan Receivables............................................. S4-1 Schedule 5 - Location of Receivable Files...................................................... S5-1 EXHIBITS Exhibit A Form of Purchase Notice ....................................................... A-1 Exhibit B Form of Purchase Certificate .................................................. B-1 Exhibit C Forms of Right to Use Receivables ............................................. C-1 Exhibit D Form of Mortgages and Mortgage Notes .......................................... D-1 Exhibit E Form of Settlement Statement .................................................. E-1 Exhibit F Form of Lock Box Notice ....................................................... F-1 Exhibit G Forms of Opinions of Counsel to the Seller .................................... G-1 Exhibit H Forms of Opinions of Counse...
