ANY APPLICABLE JURISDICTION OR OTHER
APPLICABLE LAWS AGAINST THE OBLIGOR WITH RESPECT TO ANY CONTRACT OR RECEIVABLES
WHICH ARE, OR ARE PURPORTED TO BE, PURCHASED ASSETS, WHETHER AT THE TIME OF ANY
PURCHASE OR AT ANY SUBSEQUENT TIME;
(VI)
ANY DISPUTE, CLAIM, OFFSET OR DEFENSE (OTHER
THAN DISCHARGE IN BANKRUPTCY OF THE OBLIGOR) OF THE OBLIGOR TO THE PAYMENT OF
ANY PURCHASED RECEIVABLE (INCLUDING, WITHOUT LIMITATION, A DEFENSE BASED ON SUCH
PURCHASED RECEIVABLE OR THE RELATED CONTRACT NOT BEING A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH OBLIGOR ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS), OR ANY OTHER CLAIM RESULTING FROM THE SALE OR LEASE OF THE EQUIPMENT
AND/OR SERVICES RELATED THERETO OR THE FURNISHING OR FAILURE TO FURNISH SUCH
EQUIPMENT AND/OR SERVICES;
(VII)
ANY FAILURE OF THE SELLER OR THE ORIGINATOR, AS
SERVICER OR OTHERWISE, TO PERFORM ITS DUTIES OR OBLIGATIONS IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLE VI HEREOF OR ARTICLE VI OF THE SALE AGREEMENT;
(VIII)
ANY PRODUCTS LIABILITY CLAIM OR PERSONAL INJURY OR
PROPERTY DAMAGE SUIT OR OTHER SIMILAR OR RELATED CLAIM OR ACTION OF WHATEVER
SORT ARISING OUT OF OR IN CONNECTION WITH THE EQUIPMENT OR ANY OTHER GOODS,
MERCHANDISE AND/OR SERVICES WHICH ARE THE SUBJECT OF ANY RECEIVABLE OR CONTRACT;
(IX)
THE FAILURE OF THE SELLER OR THE ORIGINATOR
TO PAY WHEN DUE ANY TAXES, INCLUDING, WITHOUT LIMITATION, SALES, EXCISE OR
PERSONAL PROPERTY TAXES PAYABLE IN CONNECTION WITH THE PURCHASED ASSETS;
(X)
THE TERMINATION, REJECTION OR
NON-ASSUMPTION BY THE SELLER OF ANY CONTRACT PRIOR TO THE ORIGINAL TERM OF SUCH
CONTRACT, WHETHER SUCH REJECTION, EARLY TERMINATION OR NON-ASSUMPTION IS MADE
PURSUANT TO AN EQUITABLE CAUSE, STATUTE, REGULATION, JUDICIAL PROCEEDING OR
OTHER APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 365 OF THE
BANKRUPTCY CODE);
(XI)
THE FAILURE OF THE SELLER, THE ORIGINATOR
AND THE OBLIGORS UNDER THE CONTRACTS TO MAINTAIN CASUALTY AND LIABILITY
INSURANCE FOR THE EQUIPMENT RELATED TO THE PURCHASED RECEIVABLES IN AN AMOUNT AT
LEAST EQUAL TO THE DISCOUNTED RECEIVABLES BALANCE FOR SUCH PURCHASED
RECEIVABLES;
(XII)
THE FAILURE OF ANY LOCK-BOX BANK TO REMIT ANY
FUNDS IN THE LOCK-BOX ACCOUNTS AS REQUIRED HEREUNDER; AND
(XIII)
THE COMMINGLING OF COLLECTIONS OF ANY
TRANSFERRED ASSETS WITH ANY OTHER FUNDS OF THE SELLER OR THE ORIGINATOR (WHETHER
IN ITS CAPACITY AS SERVICER OR OTHERWISE), OTHER THAN, FOR AS LONG AS THE SELLER
IS A PARTY TO THE ESCROW AGREEMENT, TO THE EXTENT SUCH COMMINGLING IS
CONTEMPLATED THEREUNDER.
Any amounts subject to the indemnification provisions of this Section 8.01 shall
be paid by the Seller to the applicable Indemnified Party within two Business
Days following the Indemnified Party's demand therefor.
42
SECTION 8.02.
REPURCHASES OF DESIGNATED RECEIVABLES.
THE FOLLOWING RIGHTS ARE
IN ADDITION TO AND NOT IN LIMITATION OF ANY OTHER RIGHTS OR REMEDIES THAT ANY
PURCHASER, ING OR ANY AGENT MAY HAVE HEREUNDER.
(A)
THE SELLER MAY, AT ANY TIME UPON NOT LESS
THAN FIVE BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE COLLATERAL AGENT, ELECT TO
REPURCHASE ANY DESIGNATED RECEIVABLE AND THE PURCHASED ASSETS RELATING