Common use of Retransfer of Purchased Assets Clause in Contracts

Retransfer of Purchased Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.2 hereof affecting the Contracts, which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers under the Receivables Purchase Agreement or the Deal Agent as agent for the Purchasers under the Receivables Purchase Agreement under the Receivables Purchase Agreement or on the ability of the Buyer to perform its obligations under the Receivables Purchase Agreement, the Buyer, by notice then given in writing to the Seller may direct the Seller to accept retransfer of all of the Contracts purchased from the Seller and the Seller shall be obligated to accept retransfer of such Contracts on a Payment Date specified by the Seller (such date, the "Retransfer Date") after such notice on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, on or before expiration of such applicable period, the representations and warranties contained in Section 4.2 shall then be true and correct in all material respects. The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided in the next sentence for such Contracts in the Collection Account for distribution to the Purchasers under the Receivables Purchase Agreement. The deposit amount for such retransfer will be equal to (x) the sum of (i) the outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made and (ii) an amount equal to all accrued, and to accrue, but unpaid Yield on such Capital at the applicable Yield Rate through the latest maturing Fixed Period minus (y) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that such amount has been deposited in full into the Collection Account, the Contracts transferred hereunder (or security interests therein) and all monies due or to become due with respect thereto, the related Equipment (or security interests therein) and all proceeds thereof, all rights to security for any such Contracts, and all proceeds and products of the foregoing, shall be transferred to the Seller, and the Buyer shall, at the sole expense of the Seller, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in, to and under the Contracts transferred hereunder, all monies due or to become due with respect thereto, the related Equipment and all proceeds thereof and Insurance Proceeds relating thereto.

Retransfer of Purchased Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.2 hereof affecting the Contracts, which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers under the Receivables Purchase Agreement MSFC or the Deal Agent as agent for the Purchasers under the Receivables Purchase Agreement Administrator under the Receivables Purchase Agreement or on the ability of the Buyer to perform its obligations under the Receivables Purchase Agreement, the Buyer, by notice then given in writing to the applicable Seller may direct the such Seller to accept retransfer of all of the Contracts purchased from the such Seller and the such Seller shall be obligated to accept retransfer of such Contracts on a Payment Settlement Date specified by the such Seller (such date, the "Retransfer Date") after such notice on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, on or before expiration of such applicable period, the representations and warranties contained in Section 4.2 shall then be true and correct in all material respects. The applicable Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided in the next sentence for such Contracts in the Collection Account for distribution to the Purchasers under in accordance with the Receivables Purchase Agreement. The deposit amount for such retransfer will be equal to (x) the sum of (i) the outstanding Capital at the end of the Business Day preceding the Payment Settlement Date on which the retransfer is scheduled to be made and (ii) an amount equal to all accrued, and to accrue, but unpaid Yield on such Capital at the applicable Yield Rate through the latest maturing Fixed Period minus (y) the amount, if any, available in the Collection Account on such Payment Settlement Date. On the Retransfer Date, provided that such amount has been deposited in full into the Collection Account, the Contracts transferred hereunder (or security interests therein) and all monies due or to become due with respect thereto, the related Equipment (or security interests therein) and all proceeds thereof, all rights to security for any such Contracts, and all proceeds and products of the foregoing, shall be transferred to the applicable Seller, and the Buyer shall, at the sole expense of the such Seller, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the such Seller to vest in the such Seller, or its designee or assignee, all right, title and interest of the Buyer in, to and under the Contracts transferred hereunder, all monies due or to become due with respect thereto, the related Equipment and all proceeds thereof and Insurance insurance Proceeds relating thereto.

Retransfer of Purchased Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.2 hereof affecting the Contractshereof, which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers under the Receivables Purchase Loan Funding Agreement or the Deal Agent as agent for the Purchasers under the Receivables Purchase Agreement under the Receivables Purchase Loan Funding Agreement or on the ability of the Buyer to perform its obligations under the Receivables Purchase Loan Funding Agreement, the Buyer, by notice then given in writing to the Seller may direct the Seller to accept retransfer of all of the Contracts Loans purchased from the Seller and the Seller shall be obligated to accept retransfer of such Contracts Loans on a Payment Date specified by the Seller which date shall be at least 30 days after the date of such notice (such date, the "Retransfer Date") after such notice on the terms and conditions set forth below; provided, however, that no such retransfer shall -------- ------- be required to be made if, on or before expiration of such applicable period, the representations and warranties contained in Section 4.2 shall then be true and correct in all material respects. The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided in the next sentence for such Contracts Loans in the Collection Account for distribution to the Purchasers under the Receivables Purchase Loan Funding Agreement. The deposit amount for such retransfer (the "Retransfer Amount") will be equal to (xA) the sum of (i) the outstanding Capital Advances Outstanding on such day, all Interest accrued and unpaid, at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled Interest Rate applicable, to be made such day, all Breakage Costs, all Hedge Breakage Costs and all amounts owing to any Person under any Transaction Document, minus ----- (ii) an amount equal to all accrued, and to accrue, but unpaid Yield on such Capital at the applicable Yield Rate through the latest maturing Fixed Period minus (yB) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that such amount the full Retransfer Amount has been deposited in full into the Collection Account, the Contracts Loans transferred hereunder (or security interests therein) and all monies due or to become due with respect thereto, the related Equipment Related Property (or security interests therein) and all proceeds thereof, all rights to security for any such ContractsLoans, and all proceeds and products of the foregoing, shall be transferred to the SellerSeller free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, and the Buyer shall, at the sole expense of the Seller, represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such transfer, assignment and set-over, but without any other representation or warranty, express or implied, execute and deliver such instruments of transfer, in each case without recourse, representation or warrantywarranty (except as provided in the preceding sentence), as shall be prepared and reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in, to and under the Contracts Loans transferred hereunder, all monies due or to become due with respect thereto, the related Equipment Related Property and all proceeds thereof and Insurance Proceeds relating thereto.

Retransfer of Purchased Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.2 hereof affecting the Contracts, which breach could reasonably be expected to have a material adverse affect effect on the rights of the Purchasers Secured Parties or the Deal Agent, as agent of the Secured Parties under the Receivables Purchase Agreement or the Deal Agent as agent for the Purchasers under the Receivables Purchase Agreement under the Receivables Purchase Agreement Credit Agreement, or on the ability of the Buyer to perform its obligations under the Receivables Purchase Credit Agreement, the Buyer, by notice then given in writing to the Seller Originator, the Buyer may direct the Seller Originator to accept retransfer of all of the Contracts purchased from Purchased Assets, in which case the Seller and the Seller Originator shall be obligated to accept retransfer of such Contracts Purchased Assets on a the Payment Date specified by the Seller next following such notice (such date, the "Retransfer Date") after such notice on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, on or before expiration of such applicable period, the representations and warranties contained in Section 4.2 shall then be true and correct in all material respects). The Seller Originator shall deposit on the Retransfer Date an amount equal to the deposit amount provided in the next sentence below for such Contracts Purchased Assets in the Collection Account for distribution to the Purchasers Secured Parties under the Receivables Purchase Credit Agreement. The deposit amount for such retransfer will be equal to (xa) the sum of (i) the outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made Aggregate Unpaids, and (ii) an amount equal to all accrued, Interest accrued and to accrue, but unpaid Yield on such Capital at as reasonably determined by the applicable Yield Rate through the latest maturing Fixed Period Deal Agent, and (iii) all Hedge Breakage Costs and any other amounts payable by Borrower under or with respect to any Hedging Agreement minus (yb) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that such amount full Retransfer Amount has been deposited in full into the Collection Account, the Contracts transferred hereunder (or security interests therein) and all monies due or to become due with respect thereto, the related Equipment (or security interests therein) Purchased Assets and all proceeds thereof, all rights to security for any such ContractsPurchased Assets, and all proceeds and products of the foregoing, shall be transferred to the SellerOriginator, and the Buyer shall, at the sole expense of the SellerOriginator, execute and deliver such instruments of transferretransfer, in each case without recourse, representation or warranty, as shall be prepared and as reasonably requested by the Seller Originator, to vest in the SellerOriginator, or its designee or assignee, all right, title and interest of the Buyer in, to and under the Contracts Purchased Assets transferred hereunder, all monies due or to become due with respect thereto, the related Equipment and all proceeds thereof and Insurance Proceeds relating thereto.