Common use of Retransfer of Assets Clause in Contracts

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers or the Deal Agent, as agent of the Purchasers, or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent may direct the Seller to accept the retransfer of all of the Assets and the Seller shall be obligated to accept retransfer of such Assets on a Payment Date specified by the Seller (such date, the "Retransfer Date"). The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided below for such Assets in the Collection Account for distribution to the Purchasers. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made, (ii) an amount equal to all amounts accrued and to accrue with respect to unpaid Program Fees, Commitment Fees and Yield in respect of such Capital at the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes and (iii) any and all costs associated with the termination, in whole or in part, of any Hedging Agreement minus (B) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that full Retransfer Amount has been deposited into the Collection Account, the Assets shall be transferred to the Seller; and the Deal Agent as agent for the Purchasers shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers in, to and under the Assets. If the Deal Agent gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers and the Deal Agent on behalf of the Purchasers.

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof which breach could reasonably be expected to have has a material adverse affect on the rights of the Purchasers Secured Parties or the Deal Agent, as agent of the PurchasersSecured Parties, or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent may direct the Seller to accept the retransfer of all of the Assets and Assets, in which case the Seller shall be obligated to accept retransfer of such Assets on a Payment Date specified by the Seller (such date, the "Retransfer Date")) and to terminate all Hedge Transactions prior to the Retransfer Date. The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided below for such Assets in the Collection Account for distribution to the PurchasersSecured Parties in accordance with Section Section 2.7(a), 2.8(a) or 2.9(b), as applicable. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be madeAggregate Unpaids, and (ii) an amount equal to all Hedge Breakage Costs and any other amounts accrued and to accrue payable by Seller under or with respect to unpaid Program Fees, Commitment Fees and Yield in respect of such Capital at the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes and (iii) any and all costs associated with the termination, in whole or in part, of any Hedging Agreement minus (B) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that full Retransfer Amount has been deposited into the Collection Account, the Assets shall be transferred to the Seller; and the Deal Agent as agent for the Purchasers Secured Parties shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers Secured Parties in, to and under the Assets. If the Deal Agent gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers Secured Parties and the Deal Agent on behalf of the PurchasersSecured Parties.

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers Secured Parties or the Deal Agent, as agent of the PurchasersSecured Parties, or on the ability of the Seller Borrower to perform its obligations hereunder, by notice then given in writing to the SellerBorrower, the Deal Agent may direct the Seller Borrower to accept the retransfer release of all of the Assets and Assets, in which case the Seller Borrower shall be obligated to accept retransfer release of such Assets on a Payment Date specified by the Seller Borrower (such date, the "Retransfer Release Date")) and to terminate all Hedge Transactions prior to the Release Date. The Seller Borrower shall deposit on the Retransfer Release Date an amount equal to the deposit amount provided below for such Assets in the Collection Account for distribution to the PurchasersSecured Parties in accordance with Section 2.4 or 2.5, as applicable. The deposit amount (the "Retransfer Release Amount") for such retransfer release will be equal to the (Aa) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be madeAggregate Unpaids, (ii) an amount equal to all amounts Interest accrued and to accrue with respect to unpaid Program Feesaccrue, Commitment Fees and Yield in respect of such Capital at as reasonably determined by the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes Deal Agent, and (iii) all Hedge Breakage Costs and any and all costs associated other amounts payable by Borrower under or with the termination, in whole or in part, of respect to any Hedging Agreement minus (Bb) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Release Date, provided that full Retransfer Release Amount has been deposited into the Collection Account, the security interest of the Secured Parties in the Assets shall be transferred to the SellerBorrower; and the Deal Agent as agent for the Purchasers Secured Parties shall, at the sole expense of the Servicer, execute and deliver such instruments of transferrelease, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers in, to and under the AssetsBorrower. If the Deal Agent gives a notice directing the Seller Borrower to accept such a retransfer release as provided above, the obligation of Seller Borrower to accept a retransfer release pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers Secured Parties and the Deal Agent on behalf of the PurchasersSecured Parties.

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers or Purchasers, the Deal Agent, as agent of the Purchasers, (or on the ability of the Seller to perform its obligations hereunder), by notice then given in writing to the Seller, the Deal Agent Servicer may direct the Seller to accept the retransfer of all of the Assets Contracts in the Asset Pool and the Seller shall be obligated to accept retransfer of such Assets Contracts on a Payment Date specified by the Seller (such date, the "Retransfer Date"). The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided below for such Assets Contracts in the Collection Account for distribution to the Purchasers. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made, plus (ii) an amount equal to all amounts accrued and to accrue with respect to unpaid Program Fees, Commitment Fees and Yield in respect of such Capital at the applicable Yield Blended Discount Rate through the maturity date of latest maturing Commercial Paper Notes and Fixed period less (iii) any and all costs associated with the termination, in whole or in part, of any Hedging Agreement minus (B) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that full Retransfer Amount has such amounts have been deposited in full into the Collection Account, the Assets Contracts in the Asset Pool (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, and all proceeds and products of the foregoing, shall be transferred to the Seller; Seller and the Deal Agent as agent for the Purchasers shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers in, to and under the AssetsContacts in the Asset Pool, all monies due or to become due with respect thereto, the related Equipment and all proceeds thereof and Insurance Proceeds relating thereto. If the Deal Agent gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer of the Contracts in the Asset Pool pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers and the Deal Agent on behalf of the Purchasers.

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof 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 PurchasersSecured Parties, or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent may direct the Seller to accept the retransfer of all of the Assets and Assets, in which case the Seller shall be obligated to accept retransfer of such Assets on a Payment Date specified by the Seller which date shall be at least thirty (30) days after the date of such notice (such date, the "Retransfer Date")) and to terminate all Hedge Transactions prior to the Retransfer Date; 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 below for such Assets in the Collection Account for distribution to the PurchasersSecured Parties in accordance with Section 2.7. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made, (ii) an amount equal to all amounts accrued and to accrue with respect to unpaid Program Fees, Commitment Fees and Yield in respect of such Capital at the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes and (iii) any and all costs associated with the termination, in whole or in part, of any Hedging Agreement Aggregate Unpaids minus (B) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that the full Retransfer Amount has been deposited into the Collection Account, the Assets shall be transferred to the Seller; and the Deal Agent as agent for the Purchasers Secured Parties shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers Secured Parties in, to and under the Assets. If the Deal Agent gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers Secured Parties and the Deal Agent on behalf of the Purchasers.Secured Parties. 61 67 ARTICLE VI

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers MSFC or the Deal Agent, as agent of the Purchasers, Administrator or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent Administrator may direct the Seller to accept the retransfer of all of the Assets and Assets, in which case the Seller shall be obligated to accept retransfer of such Assets on a Payment Settlement Date specified by the Seller (such date, the "Retransfer Date")) and to terminate all Hedge Transactions prior to the Retransfer Date. The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided below for such Assets in the Collection Account for distribution to the Purchasersin accordance with Section 2.7(a) or 2.9(b), as applicable. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be madeAggregate Unpaids, (ii) an amount equal to all amounts Yield accrued and to accrue with respect to unpaid Program Feesaccrue, Commitment Fees and Yield in respect of such Capital at as reasonably determined by the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes Administrator, and (iii) all Hedge Breakage Costs and any and all costs associated other amounts payable by Seller under or with the termination, in whole or in part, of respect to any Hedging Agreement minus (B) the amount, if any, available in the Collection Account on such Payment Settlement Date. On the Retransfer Date, provided that full Retransfer Amount has been deposited into the Collection Account, the Assets shall be transferred to the Seller; and the Deal Agent as agent for the Purchasers Administrator shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers Administrator in, to and under the Assets. If the Deal Agent Administrator gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers MSFC and the Deal Agent on behalf of the PurchasersAdministrator.

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof 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 PurchasersSecured Parties, or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent may direct the Seller to accept the retransfer of all of the Assets and Assets, in which case the Seller shall be 57 63 obligated to accept retransfer of such Assets on a Payment Date specified by the Seller which date shall be at least thirty (30) days after the date of such notice (such date, the "Retransfer Date")) and to terminate all Hedge Transactions prior to the Retransfer Date; 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 below for such Assets in the Collection Account for distribution to the PurchasersSecured Parties in accordance with Section 2.7. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made, (ii) an amount equal to all amounts accrued and to accrue with respect to unpaid Program Fees, Commitment Fees and Yield in respect of such Capital at the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes and (iii) any and all costs associated with the termination, in whole or in part, of any Hedging Agreement Aggregate Unpaids minus (B) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that the full Retransfer Amount has been deposited into the Collection Account, the Assets shall be transferred to the Seller; and the Deal Agent as agent for the Purchasers Secured Parties shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers Secured Parties in, to and under the Assets. If the Deal Agent gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers Secured Parties and the Deal Agent on behalf of the PurchasersSecured Parties.

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers Secured Parties or the Deal Agent, as agent of the PurchasersSecured Parties, or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent may direct the Seller to accept the retransfer of all of the Assets and Assets, in which case the Seller shall be obligated to accept retransfer of such Assets on a Payment Date specified by the Seller (such date, the "Retransfer Date")) and to terminate all Hedge Transactions prior to the Retransfer Date. The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided below for such Assets in the Collection Account for distribution to the PurchasersSecured Parties in accordance with Section 2.7(a), 2.8(b) or 2.9(b), as applicable. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be madeAggregate Unpaids, (ii) an amount equal to all amounts Yield accrued and to accrue with respect to unpaid Program Feesaccrue, Commitment Fees and Yield in respect of such Capital at as reasonably determined by the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes Deal Agent, and (iii) all Hedge Breakage Costs and any and all costs associated other amounts payable by Seller under or with the termination, in whole or in part, of respect to any Hedging Agreement minus (B) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that full Retransfer Amount has been deposited into the Collection Account, the Assets shall be transferred to the Seller; and the Deal Agent as agent for the Purchasers Secured Parties shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers Secured Parties in, to and under the Assets. If the Deal Agent gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers Secured Parties and the Deal Agent on behalf of the PurchasersSecured Parties.

Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof 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 PurchasersSecured Parties, or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent may direct the Seller to accept the retransfer of all of the Assets and Assets, in which case the Seller shall be obligated to accept retransfer of such Assets on a Payment Date specified by the Seller which date shall be at least thirty (30) days after the date of such notice (such date, the "Retransfer Date")) and to terminate all Hedge Transactions prior to the Retransfer Date; 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 below for such Assets in the Collection Account for distribution to the PurchasersSecured Parties in accordance with Section 2.7. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made, (ii) an amount equal to all amounts accrued and to accrue with respect to unpaid Program Fees, Commitment Fees and Yield in respect of such Capital at the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes and (iii) any and all costs associated with the termination, in whole or in part, of any Hedging Agreement Aggregate Unpaids minus (B) the amount, if any, available in the Collection ----- Account on such Payment Date. On the Retransfer Date, provided that the full Retransfer Amount has been deposited into the Collection Account, the Assets shall be transferred to the Seller; and the Deal Agent as agent for the Purchasers Secured Parties shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers Secured Parties in, to and under the Assets. If the Deal Agent gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers Secured Parties and the Deal Agent on behalf of the PurchasersSecured Parties.