Common use of Repurchases; Other Payments Clause in Contracts

Repurchases; Other Payments. (a) In the event that (i) any of the representations or warranties made by the Seller in Sections 2.04 and 2.05 hereof with respect to any of the Leases or the Equipment subject thereto proves at any time to have been inaccurate in any material respect as of the Closing Date or related transfer date, as the case may be or (ii) any Lease shall be terminated in whole or in part by a Lessee, or any amounts due with respect to any Lease shall be reduced or impaired, as a result of any action or inaction by the Seller (other than any such action or inaction of the Seller, when acting as Servicer, in connection with the enforcement of any Lease in a manner consistent with the provisions of this Sales and Servicing Agreement) or any claim by any Lessee against the Seller and, in any such case, the event or condition causing such inaccuracy, termination, reduction, impairment or claim shall not have been cured or corrected within 30 days after the earlier of the date on which the Seller is given notice thereof by the Company or the Trustee or the date on which the Seller otherwise first has notice thereof, the Seller will repurchase such Lease and the Equipment subject thereto by paying to the Trustee, not later than the third Business Day after the Determination Date next following the expiration of such 30-day period with respect to the events referenced in Section 4.04(a)(i) and (ii), an amount equal to the Lease Repurchase Amount, and simultaneously with such repurchase, the Seller shall reimburse the Servicer for all amounts, if any, theretofore advanced by the Servicer pursuant to Section 4.01 with respect to such Lease. Without limiting the generality of the foregoing, it is agreed and understood that for purposes of this Section 4.04, any inaccuracy in any representation or warranty with respect to (i) the priority of the Lien of the Indenture with respect to any Lease or (ii) the amount (if less than represented) of the Lease Payments, Casualty Payments or Termination Payment under any Lease shall be deemed to be material. (b) The Seller agrees to obtain and provide to the Trustee UCC searches against it and the Company from the central filing offices in New Jersey confirming the absence of any UCC filings against either the Seller or the Company with respect to the Leases (including the right to receive all payments due or to become due thereunder) and the Equipment, other than those naming the Company as the purchaser of the Leases or the Trustee as secured party. If any searches delivered pursuant to this Section 4.05(b) disclose UCC filings (which are not in the process of being released pursuant to releases delivered on the Closing Date) against the Company or the Seller with respect to Leases of Equipment the Discounted Present Value of which (i) is greater than 2% but less than 5% of all the Leases, then the Seller shall cause searches to be made in additional states within 30 days following such disclosure so that the Discounted Present Value of Leases of Equipment in states where searches have been performed exceeds 75% of the aggregate Discounted Present Value of all Leases and 75% of the Booked Residual Value of Equipment or (ii) is greater than 5% of all the Leases then the Seller shall cause searches to be made in additional states within 30 days following such disclosure so that the Discounted Present Value of Leases of Equipment in states where such searches have been performed equals 100% of the aggregate Discounted Present Value of all Leases. Without limiting the provisions of Section 4.04(a) or this Section 4.04(b), in the event the Seller fails to provide any such searches required by the preceding sentences of this Section 4.05(b) within the required time period or any search reveals the existence of any conflicting Liens (which are not removed within 30 days of receipt of such search), the Seller shall be required to repurchase not later than the third Business Day after the Determination Date following the expiration of the time period during which such search was to be obtained or such Lien released, as the case may be, any Lease of Equipment in any such state for which such searches are not provided or with respect to which conflicting Liens are found to exist at the Lease Repurchase Amount for such Lease. (c) The Seller's obligations under this Section 4.04 are the full recourse obligations of the Seller and shall in no way be limited or discharged by the application of any funds constituting part of the Trust Estate.

Repurchases; Other Payments. (a) In the event that (i) any of the representations or warranties made by the Seller in Sections 2.04 and 2.05 hereof with respect to any of the Leases or the Equipment subject thereto proves at any time to have been inaccurate in any material respect as of the Closing Date or related transfer date, as the case may be or (ii) any Lease shall be terminated in whole or in part by a Lessee, or any amounts due with respect to any Lease shall be reduced or impaired, as a result of any action or inaction by the Seller (other than any such action or inaction of the Seller, when acting as Servicer, in connection with the enforcement of any Lease in a manner consistent with the provisions of this Sales and Servicing Agreement) or any claim by any Lessee against the Seller and, in any such case, the event or condition causing such inaccuracy, termination, reduction, impairment or claim shall not have been cured or corrected within 30 days after the earlier of the date on which the Seller is given notice thereof by the Company or the Trustee or the date on which the Seller otherwise first has notice thereof, the Seller will repurchase such Lease and the Equipment subject thereto by paying to the Trustee, not later than the third Business Day after the Determination Date next following the expiration of such 30-day period with respect to the events referenced in Section 4.04(a)(i) and (ii), an amount equal to the Lease Repurchase Amount, and simultaneously with such repurchase, the Seller shall reimburse the Servicer for all amounts, if any, theretofore advanced by the Servicer pursuant to Section 4.01 with respect to such Lease. Without limiting the generality of the foregoing, it is agreed and understood that for purposes of this Section 4.04, any inaccuracy in any representation or warranty with respect to (i) the priority of the Lien of the Indenture with respect to any Lease or (ii) the amount (if less than represented) of the Lease Payments, Casualty Payments or Termination Payment under any Lease shall be deemed to be material. (b) The By the Closing Date, the Seller agrees to obtain and provide to the Trustee UCC searches against it and the Company from the central filing offices in New Jersey confirming the absence of any UCC filings against either the Seller or the Company with respect to the Leases (including the right to receive all payments due or to become due thereunder) and the Equipment, other than those naming the Company as the purchaser of the Leases or the Trustee as secured party. If any searches delivered pursuant to this Section 4.05(b) disclose UCC filings (which are not in the process of being released pursuant to releases delivered on the Closing Date) against the Company or the Seller with respect to Leases of Equipment the Discounted Present Value of which (i) is greater than 2% but less than 5% of all the Leases, then the Seller shall cause searches to be made in additional states within 30 days following such disclosure so that the Discounted Present Value of Leases of Equipment in states where searches have been performed exceeds 75% of the aggregate Discounted Present Value of all Leases and 75% of the Booked Residual Value of Equipment or (ii) is greater than 5% of all the Leases then the Seller shall cause searches to be made in additional states within 30 days following such disclosure so that the Discounted Present Value of Leases of Equipment in states where such searches have been performed equals 100% of the aggregate Discounted Present Value of all Leases. Without limiting the provisions of Section 4.04(a) or this Section 4.04(b), in the event the Seller fails to provide any such searches required by the preceding sentences of this Section 4.05(b) within the required time period or any search reveals the existence of any conflicting Liens (which are not removed within 30 days of receipt of such search), the Seller shall be required to repurchase not later than the third Business Day after the Determination Date following the expiration of the time period during which such search was to be obtained or such Lien released, as the case may be, any Lease of Equipment in any such state for which such searches are not provided or with respect to which conflicting Liens are found to exist at the Lease Repurchase Amount for such Lease. (c) The Seller's obligations under this Section 4.04 are the full recourse obligations of the Seller and shall in no way be limited or discharged by the application of any funds constituting part of the Trust Estate.

Repurchases; Other Payments. (a) In the event that (i) any of the representations or warranties made by the Seller Originator in Sections 2.04 and 2.05 hereof with respect to any of the Leases or the Equipment subject thereto proves at any time to have been inaccurate in any material respect as of the Closing Date or related transfer date, as the case may be or (ii) any Lease shall be terminated in whole or in part by a Lessee, or any amounts due with respect to any Lease shall be reduced or impaired, as a result of any action or inaction by the Seller Originator (other than any such action or inaction of the SellerOriginator, when acting as Servicer, in connection with the enforcement of any Lease in a manner consistent with the provisions of this Sales and Servicing Agreement) or any claim by any Lessee against the Seller Originator and, in any such case, the event or condition causing such inaccuracy, termination, reduction, impairment or claim shall not have been cured or corrected within 30 days after the earlier of the date on which the Seller Originator is given notice thereof by the Company Trust or the Trustee or the date on which the Seller Originator otherwise first has notice thereof, the Seller Originator will repurchase such Lease and the Equipment subject thereto by paying to the Trustee, not later than the third Business Day after the Determination Date next following the expiration of such 30-day period with respect to the events referenced in Section 4.04(a)(i5.04(a)(i) and (ii), an amount equal to the Lease Repurchase Amount, and simultaneously with such repurchase, the Seller Originator shall reimburse the Servicer for all amounts, if any, theretofore advanced by the Servicer pursuant to Section 4.01 5.01 with respect to such Lease. Without limiting the generality of the foregoing, it is agreed and understood that for purposes of this Section 4.045.04, any inaccuracy in any representation or warranty with respect to (i) the priority of the Lien of the Indenture with respect to any Lease or (ii) the amount (if less than represented) of the Lease Payments, Casualty Payments or Payments, Termination Payment or Booked Residual Value under any Lease shall be deemed to be material. (b) The Seller By the Closing Date, the Originator agrees to obtain and provide to the Trustee UCC searches against it and the Company from the central filing offices in New Jersey confirming the absence of any UCC filings (other than those in the process of being released pursuant to releases delivered on the Closing Date) against either the Seller or the Company Originator with respect to the Leases (including the right to receive all payments due or to become due thereunder) and the Equipment, other than those naming the Company Seller or the Trust as the purchaser of the Leases or the Trustee as secured party. If any searches delivered pursuant to this Section 4.05(b) disclose UCC filings (which are not in the process of being released pursuant to releases delivered on the Closing Date) against the Company or the Seller with respect to Leases of Equipment the Discounted Present Value of which (i) is greater than 2% but less than 5% of all the Leases, then the Seller shall cause searches to be made in additional states within 30 days following such disclosure so that the Discounted Present Value of Leases of Equipment in states where searches have been performed exceeds 75% of the aggregate Discounted Present Value of all Leases and 75% of the Booked Residual Value of Equipment or (ii) is greater than 5% of all the Leases then the Seller shall cause searches to be made in additional states within 30 days following such disclosure so that the Discounted Present Value of Leases of Equipment in states where such searches have been performed equals 100% of the aggregate Discounted Present Value of all Leases. Without limiting the provisions of Section 4.04(a) or this Section 4.04(b), in In the event the Seller Originator fails to provide any such searches required by the preceding sentences sentence of this Section 4.05(b5.05(b) within the required time period or any search reveals the existence of any conflicting Liens (which are not removed within 30 days of receipt of such search), the Seller Originator shall be required to repurchase not later than the third Business Day after the Determination Date following the expiration of the time period during which such search was to be obtained or such Lien released, as the case may be, any Lease of Equipment in any such state for which such searches are not provided or with respect to which conflicting Liens are found to exist at the Lease Repurchase Amount for such Lease. (c) The SellerOriginator's obligations under this Section 4.04 5.04 are the full recourse obligations of the Seller Originator and shall in no way be limited or discharged by the application of any funds constituting part of the Trust Estate.