Common use of Breach of Representations, Warranties or Covenants Clause in Contracts

Breach of Representations, Warranties or Covenants. Upon discovery by any Originator or Buyer of any breach of representation, warranty or covenant described in Sections 4.01(g), 4.01(l), 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) or 4.03(m) with respect to any Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties hereto. The Originator that breached such representation, warranty or covenant shall, if requested by notice from Buyer or the Administrative Agent, on the first Business Day following receipt of such notice, either (a) repurchase the affected Transferred Receivable from Buyer for cash remitted to the relevant Concentration Account, (b) [reserved], or (c) in the case of the Parent, make a capital contribution in cash to Buyer by remitting the amount of such capital contribution to the relevant Concentration Account, in each case, in an amount (the “Rejected Amount”) equal to the Outstanding Balance thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Account.

Breach of Representations, Warranties or Covenants. Upon discovery by any Originator the Originator, SPV, the Issuer or Buyer the Indenture Trustee of any breach of any representation, warranty or covenant described in Sections 4.01(g)4.1, 4.01(l)4.2 or 4.3, 4.01(v), 4.01(w), 4.01(x), 4.02(l), 4.03(a), 4.03(b), 4.03(c), 4.03(d) which breach is reasonably likely to have a material adverse effect on the value of a Transferred Fleet Receivable or 4.03(m) with respect to any Transferred Receivablethe interests of SPV or the Issuer therein, the party discovering the same shall give prompt written notice thereof to the Administrative Agent and the other parties party hereto. The Originator that breached shall, on or prior to the next succeeding Settlement Date upon the Originator's, SPV's or the Issuer's discovery of (or otherwise obtaining actual knowledge of) any breach of such representation, warranty or covenant shall, if requested by notice from Buyer or the Administrative Agent, on the first Business Day following receipt of such noticecovenant, either (a) repurchase the affected such Transferred Fleet Receivable from Buyer the Origination Trust for cash remitted cash, by remitting the purchase price to the relevant Concentration Servicer in such manner as will permit the Servicer to deposit the same on such date into the Collection Account in accordance with the terms of the Servicing Agreement (or if the Originator is then the Servicer, by remitting the purchase price to the Collection Account), (b) [reserved]transfer ownership of a new Eligible Receivable or new Eligible Receivables to SPV on such Settlement Date (or such Business Day in exchange for such Transferred Fleet Receivable), or (c) in the case of the Parent, make a capital contribution in cash to Buyer SPV by remitting the amount of such capital contribution to the relevant Concentration Collection Account, in each case, case in an amount (the “"Rejected Amount”") equal to the Outstanding Balance Billed Amount of such Transferred Fleet Receivable minus the Collections received by SPV or its assignees in respect thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into the relevant Concentration Account. Notwithstanding any other provision herein to the contrary, to the extent an Originator makes a determination that the most efficient method of collecting a Receivable would be to offset amounts owed by such Originator to such Obligor against amounts owed by such Obligor under such Receivable, such Originator may request Buyer to sell such Receivable to Originator for a price equal to the Outstanding Balance thereof. Any such sale shall be in Buyer’s sole discretion and shall only be effective once the purchase price has been deposited into the relevant Concentration Account.