Common use of Assignment of the Purchase Agreement Clause in Contracts

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event the Administrative Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s 's right and title to and interest in the Purchase AgreementAgreement (including each Purchase Agreement Supplement). The Borrower confirms that following an Early that, during the continuation of a Termination Event Event, the Administrative Agent shall have the sole right to enforce the Borrower’s 's rights and remedies under the Purchase Agreement or any Purchase Agreement Supplement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Secured Parties or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase AgreementAgreement or any Purchase Agreement Supplement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Facility Termination Date; provided, however, that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator DFC pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment. Section 3.05.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms assigns to the Administrative Agent that the Borrower has assigned to the Administrative Deal Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right right, and title to and interest in and to (but none of its obligations under) the Purchase Agreement. In furtherance and not in limitation of the foregoing, the Borrower hereby assigns to the Deal Agent for the benefit of the Secured Parties, its right to Indemnification under Section 10.18(c) of the Purchase Agreement. The Borrower confirms that following an Early a Termination Event the Administrative Deal Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Deal Agent, the Secured Parties or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Deal Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Deal Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms assigns to the Administrative Agent that the Borrower has assigned to the Administrative Facility Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early a Termination Event the Administrative Facility Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Facility Agent, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Facility Agent shall terminate upon the Collection Final Date; provided, however, that the rights of the Administrative Facility Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms assigns to the Administrative Agent that the Borrower has assigned to the Administrative Facility Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early a Revolving Period Termination Event the Administrative Facility Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Facility Agent, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Facility Agent shall terminate upon the Collection Final Date; provided, however, that the rights of the Administrative Facility Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event the Administrative Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.. ARTICLE VII

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event of Default the Administrative Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Collateral Custodian, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Date; provided, however, provided that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event of Default the Administrative Agent (by direction to the Trustee) shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Trustee, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent Trustee shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Agent Trustee and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Deal Agent that the Borrower has assigned to the Administrative Deal Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s 's right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event of Default the Administrative Deal Agent shall have the sole right to enforce the Borrower’s 's rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Deal Agent, the Secured Parties Lenders or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Deal Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Deal Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event the Administrative Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Secured Parties or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Facility Termination Date; provided, however, that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator Seller pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early a Termination Event the Administrative Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Final Date; provided, however, that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event of Default the Administrative Agent (by direction to the Trustee) shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Trustee, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent Trustee shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Agent Trustee and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement (including each Transfer Agreement). The Borrower confirms that following an Early Termination Event the Administrative Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement or any Transfer Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Secured Parties or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement or any Transfer Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Facility Termination Date; provided, however, that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator UACC pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower Seller hereby represents, warrants and confirms to the Administrative Deal Agent that the Borrower Seller has assigned to the Administrative Deal Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s Seller's right and title to and interest in the Purchase Agreement. The Borrower Seller confirms that following an Early Termination Amortization Event the Administrative Deal Agent shall have the sole right to enforce the Borrower’s Seller's rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Deal Agent, the Secured Parties Purchasers or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower Seller under the Purchase Agreement. The Borrower Seller further confirms and agrees that such assignment to the Administrative Deal Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Deal Agent and -------- ------- the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Deal Agent that the Borrower has assigned to the Administrative Deal Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s 's right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early a Termination Event the Administrative Deal Agent shall have the sole right to enforce the Borrower’s 's rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Deal Agent, the Secured Parties or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Deal Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Deal Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Deal Agent that the Borrower has assigned to the Administrative Deal Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s 's right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event the Administrative Deal Agent shall have the sole right to enforce the Borrower’s 's rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Deal Agent, the Secured Parties or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Deal Agent shall terminate upon the Collection Date; provided, -------- however, that the rights of the Administrative Deal Agent and the Secured Parties pursuant to ------- such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event the Administrative Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Secured Parties or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Facility Termination Date; provided, however, that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator DTAC pursuant to the Purchase Agreement, which rights and remedies survive the Termination termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.

Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms assigns to the Administrative Agent that the Borrower has assigned to the Administrative Deal Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right right, and title to and interest in and to (but none of its obligators under) the Purchase Agreement. In furtherance and not in limitation of the foregoing, the Borrower hereby assigns to the Deal Agent for the benefit of the Secured Parties, its right to Indemnification under subsection 9.14(c) of the Purchase Agreement. The Borrower confirms that following an Early a Termination Event the Administrative Deal Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Deal Agent, the Secured Parties or any of their respective Affiliates Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Deal Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Deal Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.