OF COMPANY (INCLUDING THE
CONSOLIDATED TAXPAYER GROUP OF WHICH IT IS A PART), CERTIFIED BY A RECOGNIZED
FIRM OF CERTIFIED PUBLIC ACCOUNTANTS, AND, WITHIN NINETY (90) DAYS OF THE CLOSE
OF EACH FISCAL QUARTER OF COMPANY, IN REASONABLE DETAIL, COPIES OF THE QUARTERLY
FINANCIAL REPORT OF COMPANY, EACH CERTIFIED BY ITS CHIEF FINANCIAL OFFICER.
8.
INDEMNIFICATION.
COMPANY SHALL
INDEMNIFY AND HOLD HARMLESS GE CAPITAL, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES,
OFFICERS, DIRECTORS AND AGENTS, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS BY
OR AGAINST GE CAPITAL, LIABILITIES, DEMANDS AND EXPENSES WHATSOEVER, INCLUDING
WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF OR IN
CONNECTION WITH ANY BREACH BY COMPANY OF ITS REPRESENTATIONS, WARRANTIES OR
OBLIGATIONS HEREUNDER OR WITH ANY ACT, FAILURE TO ACT, OMISSION, REPRESENTATION
OR MISREPRESENTATION (INCLUDING BUT NOT LIMITED TO THOSE IN CONNECTION WITH THE
SALE, USE, OPERATION, OWNERSHIP, POSSESSION, SERVICING OR MAINTENANCE OF THE
SOFTWARE AND CONDUCT RELATING THERETO) BY COMPANY, ITS AFFILIATES, SUBSIDIARIES
OR DEALERS OR THE EMPLOYEES, OFFICERS OR AGENTS OF ANY OF THE FOREGOING.
GE
CAPITAL SHALL NOT BE REQUIRED TO ATTEMPT TO RECOVER FROM ANY CUSTOMER THROUGH
LEGAL PROCEEDINGS OR OTHERWISE AS A CONDITION TO RECEIVING THE BENEFITS
HEREUNDER.
ALL INDEMNITIES AND OBLIGATIONS UNDER THIS SECTION 8 SHALL SURVIVE
THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE EXPIRATION OR
TERMINATION OF ANY TRANSACTION.
9.
RECOURSE AND SPECIAL TRANSACTION
WARRANTIES.
(A)
COMPANY AGREES TO REPURCHASE FROM GE
CAPITAL ITS RIGHT, TITLE AND INTEREST IN AND TO THE RELATED TRANSACTION AND THE
PAYMENTS PURCHASED THEREUNDER, IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET
FORTH BELOW:
(I)
IF A CUSTOMER HAS DEFAULTED IN THE
PERFORMANCE OF ANY OBLIGATION TO MAKE PAYMENTS UNDER THE TRANSACTION (REGARDLESS
OF THE REASON THEREFOR) WHICH DEFAULT HAS REMAINED UNCURED FOR A PERIOD OF
THIRTY (30) DAYS, OR IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT, COMPANY
SHALL, WITHIN TEN (10) DAYS OF RECEIPT OF NOTICE THEREOF, PAY GE CAPITAL THE
REPURCHASE AMOUNT APPLICABLE THERETO.
UPON RECEIPT OF SUCH PAYMENT, GE CAPITAL
SHALL SELL AND TRANSFER TO COMPANY ALL OF ITS RIGHT, TITLE AND INTEREST IN AND
TO THE TRANSACTION AND THE PAYMENTS PURCHASED THEREUNDER, AS IS, WHERE IS,
WITHOUT RECOURSE OR WARRANTY TO OR FROM GE CAPITAL.
IF THE REPURCHASE
OBLIGATION ARISES OUT OF DEFAULT BY COMPANY HEREUNDER, COMPANY SHALL BE
OBLIGATED TO REPURCHASE ALL TRANSACTIONS SUBJECT TO THIS AGREEMENT.
(II)
SEE ATTACHMENT I.
5
(III)
THE REPURCHASE AMOUNT MEANS AN AMOUNT EQUAL
TO THE TOTAL OF THE FOLLOWING AMOUNTS DUE OR TO BECOME DUE UNDER THE
TRANSACTION:
(A) ALL PAYMENTS ACCRUED AND UNPAID UNDER THE TRANSACTION AS OF
THE DATE OF RECEIPT BY GE CAPITAL OF THE REPURCHASE AMOUNT (THE "REPURCHASE
DATE"), TOGETHER WITH INTEREST AT THE DISCOUNT RATE FROM THE DUE DATES OF SUCH
PAYMENTS TO THE REPURCHASE DATE, PLUS (B) THAT AMOUNT REFLECTED ON THE BOOKS AND
RECORDS OF GE CAPITAL AS GROSS INVESTMENT IN FINANCE RECEIVABLES WITH RESPECT TO
THE TRANSACTION AS OF THE REPURCHASE DATE, LESS THE AMOUNT SO REFLECTED AS
UNEARNED INCOME