Common use of Warranty Transferred Assets Clause in Contracts

Warranty Transferred Assets. The Seller agrees that, with respect to any Transferred Asset, in the event of a breach of any representation or warranty or covenant applicable to a Transferred Asset set forth in Article IV or Article V (each such Transferred Asset, a “Warranty Transferred Asset”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Seller and (y) receipt by the Seller of written notice thereof given by the Purchaser of such breach, the Seller shall either pay to the appropriate account of the Purchaser in immediately available funds the Repurchase Amount with respect to the Warranty Transferred Asset(s) to which such breach relates or substitute for such Warranty Transferred Asset(s) one or more Transferred Asset(s) with an aggregate fair market value at least equal to the Repurchase Amount of the Warranty Transferred Asset(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Transferred Asset (and such Transferred Asset shall cease to be a Warranty Transferred Asset) if, on or before the expiration of such 30 day period the representations and warranties in Article IV and the covenants in Article V with respect to such Warranty Transferred Asset shall be made true and correct in all material respects with respect to such Warranty Transferred Asset as if such Warranty Transferred Asset had been Conveyed to the Purchaser on such day, as applicable.

Warranty Transferred Assets. The (a) Notwithstanding any provision of this Agreement or the Indenture to the contrary, the Seller agrees that, with respect to any Transferred Asset, in the event of a material breach of any representation or warranty or covenant applicable to a Transferred Asset any Collateral Obligation set forth in Article IV Section 4.01 or Article V 4.02 of this Agreement, in each case as of the Transfer Date with respect thereto, and solely to the extent such representation or warranty relates to the Seller’s title to the applicable Collateral Obligation or its ability to transfer or assign such Collateral Obligation hereunder (each such Transferred AssetCollateral Obligation, a “Warranty Transferred Asset”), no later than 30 thirty (30) days after the earlier of (x) knowledge of such breach on the part of a responsible officer of the Seller and (y) receipt by a responsible officer of the Seller of written notice thereof given by the Purchaser of such breachBuyer, the Trustee or any other Secured Party, the Seller shall either pay to either: (i) deposit in the appropriate account of the Purchaser in immediately available funds applicable Collection Account the Repurchase Amount Price with respect to the Warranty Transferred Asset(s) such Collateral Obligations to which such breach relates or substitute for and contemporaneously with the receipt of the Repurchase Price, the Buyer shall sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, all the right, title and interest of the Buyer in and to such Warranty Transferred Asset(sAsset, and the Buyer shall cause the Trustee to release the Lien of the Indenture thereon; or (ii) subject to the conditions set forth in Section 12.2 of the Indenture and Section 6.01 (other than clause (c) thereof) of this Agreement, replace any Collateral Obligation with one or more Transferred Asset(s) with an aggregate fair market value at least equal to the Repurchase Amount of the Warranty Transferred Asset(s) being replaced; other Collateral Obligations, provided, further, that no such repayment or substitution shall be required to be made with respect to any Warranty Transferred Asset (and such Transferred Asset Collateral Obligations shall cease to be a Warranty Transferred Asset) if, on or before the expiration of such 30 thirty (30) day period the period, such applicable representations and warranties in Article IV and the covenants in Article V Sections 4.01 or 4.02 of this Agreement with respect to such Warranty Transferred Asset shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Transferred Asset as if such Warranty Transferred Asset had been Conveyed conveyed to the Purchaser Buyer on such day. (b) It is understood and agreed that the obligation of the Seller to purchase such Warranty Transferred Asset or substitute such Warranty Transferred Asset is not intended to, as applicableand shall not, constitute a guaranty of the collectability or payment of any Transferred Asset which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related obligor.