BE REASONABLY IDENTIFIED (E.G. BY
INVOICE AMOUNT) AS RELATING TO A PARTICULAR RECEIVABLE OR IF BUYER DETERMINES
THAT THE RECONCILIATION IS OTHERWISE DEFECTIVE WITHIN FIVE BUSINESS DAYS OF
RECEIPT THEREOF OR SELLER DEFAULTS IN ITS OBLIGATIONS AS SERVICER AS SET FORTH
UNDER THIS SECTION 4, SUCH PAYMENT SHALL BE APPLIED FIRST TO THE UNPAID
PURCHASED RECEIVABLES OF SUCH ACCOUNT DEBTOR IN CHRONOLOGICAL ORDER (BEGINNING
WITH THE OLDEST UNPAID PURCHASED RECEIVABLE), AND THEN TO RECEIVABLES WHICH HAVE
NOT BEEN PURCHASED HEREUNDER, ALSO IN CHRONOLOGICAL ORDER.
(E)
BASED ON THE RECONCILIATION INFORMATION
PROVIDED TO BUYER BY SELLER AS SERVICER PRIOR TO 11AM PACIFIC TIME UNDER CLAUSE
(D) ABOVE AND OTHER INFORMATION AVAILABLE TO BUYER, (1) BUYER WILL REMIT TO
SELLER'S ACCOUNT THE SAME DAY, IF THE RECONCILIATION IS IN ORDER,
(I) COLLECTIONS ON ACCOUNT OF RECEIVABLES NOT PURCHASED HEREUNDER AND (II) ALL
OTHER COLLECTIONS RECEIVED IN THE COLLECTION ACCOUNT AND NOT RELATING TO THE
RECEIVABLES, AND (2) BUYER WILL RETAIN FOR ITS OWN ACCOUNT FROM COLLECTIONS ON
ACCOUNT OF PURCHASED RECEIVABLES AN AMOUNT UP TO THE DISCOUNT OF SUCH PURCHASED
RECEIVABLES AND ANY AMOUNTS THEN OWING TO BUYER.
(F)
IF SELLER DEFAULTS IN ITS OBLIGATIONS AS
SERVICER AS SET FORTH UNDER THIS SECTION 4, BUYER MAY AT ANY TIME THEREAFTER
(AND SHALL, WITHOUT REQUIREMENT OF NOTICE TO SELLER OR ANY OTHER PERSON, UPON A
MATERIAL ADVERSE CHANGE OR AN INSOLVENCY EVENT OF SELLER OR PARENT) REPLACE
SELLER AS SERVICER (WHICH REPLACEMENT MAY BE EFFECTUATED THROUGH THE
OUTPLACEMENT TO A PERSON OF ALL BACK OFFICE DUTIES, INCLUDING BILLING,
COLLECTION AND PROCESSING RESPONSIBILITIES, AND ACCESS TO ALL PERSONNEL,
HARDWARE AND SOFTWARE UTILIZED IN CONNECTION WITH SUCH RESPONSIBILITIES).
5.
Repurchase Events; Indemnities and
Set-Off.
(A)
IF ANY OF THE FOLLOWING EVENTS ("EVENTS OF
REPURCHASE") OCCURS AND IS CONTINUING:
I.
ANY REPRESENTATION OR WARRANTY BY
SELLER HEREUNDER WITH RESPECT TO ANY OF THE PURCHASED RECEIVABLES IS INCORRECT
WHEN MADE OR DEEMED MADE AND SHALL HAVE AN ADVERSE EFFECT ON THE ABILITY TO
COLLECT THE NET INVOICE AMOUNT OF SUCH PURCHASED RECEIVABLES; OR
II.
IF,
4
(1)
SELLER FAILS TO PERFORM OR OBSERVE ANY
OTHER TERM, COVENANT OR AGREEMENT WITH RESPECT TO ANY OF THE PURCHASED
RECEIVABLES AND SUCH FAILURE SHALL HAVE AN ADVERSE EFFECT ON THE COLLECTIBILITY
OF THE NET INVOICE AMOUNT OF ANY PURCHASED RECEIVABLE;
(2)
SELLER INSTRUCTS AN ACCOUNT DEBTOR TO PAY
TO AN ACCOUNT OTHER THAN THE COLLECTION ACCOUNT OR IF AN ACCOUNT DEBTOR MAKES
REPEATED MISDIRECTED PAYMENTS TO SELLER;
(3)
AN ACCOUNT DEBTOR ASSERTS A DISPUTE WITH
RESPECT TO ANY PURCHASED RECEIVABLE, OR
(4)
BUYER DOES NOT RECEIVE ALL AMOUNTS OWING
WITH RESPECT TO A PURCHASED RECEIVABLE WITHIN 45 DAYS OF THE DUE DATE THEREOF
FOR ANY OTHER REASON, UNLESS SUCH NON-PAYMENT WITH RESPECT TO RECEIVABLES
PURCHASED HEREUNDER FOLLOWING THE TRIGGER DATE IS THE RESULT OF AN INSOLVENCY
EVENT OF AN ACCOUNT DEBTOR,
then, Seller shall, at the time, in the manner and otherwise as hereinafter set
forth, repurchase and pay for the affected part (or, if such misrepresentation,
Dispute or